EAGLE EYE

Written by

John Glenn & Travis Wright

March 28, 2007

FADE IN:

EXT. DESERT DUNES - DAWN

CLOSE ON A WOODEN STICK-FIGURE TOY, held by a SIX YEAR OLD BOY. Another BOY grabs the toy away and RUNS OFF, laughing -- CHILDREN are playing under a cluster of date palms, part of a small desert commune somewhere in the Middle East. Their MOTHERS, veiled in black, gather and talk. Bearded, turbaned MEN carrying AK-47's argue politics. A domestic, even tranquil scene of life in another part of the world...

EXT. DESERT ROAD - CONTINUOUS

A CARAVAN of VEHICLES RACE DOWN A HIGHWAY:. SUV's mounted with surface-to-air RPG's form a protective cordon around a BLACK MERCEDES. As the cars ROAR INTO LENS, we go.to:

EXT. RIDGE ABOVE ROAD - DAWN

POV THOUGH A LONG-RANGE SCOPE: the caravan as seen by a TWO- MAN SPECIAL OPS TEAM perched on a ridge. As the LEADER surveils the cars, his partner finishes assembling a two-foot UAV (Unmanned Aerial Vehicle), rigging it with EXPLOSIVES:

SPECIAL FORCES LEADER We have visual onthetarget. Confirm 'go' for UAV launch.

INT. PENTAGON - JOINT OPERATIONS CENTER - NIGHT

SUPER: "JOINT OPERATIONS CENTER, THE PENTAGON" Sat-feeds monitor the caravan. Military brass observes: SECRETARY OF DEFENSE GEOFF CALLISTER (50's, African American; eyes with soul and a wary intelligence). Beside him: COLONEL THOMPSON (Full-Bird, decorated).

COLONEL THOMPSON Alpha One, you're confirmed 'go': active UAV at GPS papa, zulu, three, zero.

EXT. RIDGE ABOVE ROAD - DAWN

The Ops Team activates a remote transmitter, LAUNCHING the UAV into the sky like a small ROCKET -- amazingly, its silent.

INT. PENTAGON - JOINT OPERATIONS CENTER - CONTINUOUS

An airborne feed from the UAV shows it descending on the caravan. A PENTAGON TECHIE manipulates a JOY STICK, controlling the drone from 6500 miles away:

PENTAGON TECHIE #1 We have system control.

3/28/07 2

CONTINUED:

COLONEL THOMPSON Activate laser mic.

EXT. SKIES OVER DESERT - CONTINUOUS

DRONE POV: tracking the caravan, singling out the MERCEDES. The drone emits a THIN LASER BEAM that hits its rear windshield --

INT. THE PENTAGON - JOINT OPERATIONS CENTER - DAY

Over speakers, VOICES speak "Balochi." A TRANSLATOR listens:

CALLISTER Is it him?

TRANSLATOR Four males, one of them's speaking with a.. I think it's a Rakhshani•dialect, consistent with our intel on Al=Khoei.

COLONEL THOMPSON Gimme voiceprint analysis. The screen pops to an AUDIO WAVEFORM of the conversation. VOICEPRINT ANALYSIS finishes, the; screen shows a FILE PHOTO of a

BEARDED MAN: "37% PROBABLE MATCH = ID AL-KHOEI."

CALLISTER I'm not taking 37% to-the President... John, weigh in here? He looks to a plasma: the PRESIDENT'S CABINET is assembled via teleconference from the White House Situation Room:

DIRECTOR OF NATIONAL INTELLIGENCE CIA and NCTC concur this is the target based on reliable Intel from the Brits. WHIP TO another monitor: the caravan starts to VEER off- road.

TECHIE Sire they're pulling off the highway.

TECHIE #2 We have abort recommendation. The ANALYSIS ARRAY reads: "RECOINDATION: ABORT MISSION." The source of this recommendation, for now, remains a mystery.

COLONEL THOMPSON If it's him, this guy comes out of hiding once in a lifetime, we can't let him go.

CALLISTER (beat, torn) Alright, stay with him...

3/28/07 3

CONTINUED: THE SATELLITE VIEW shows the caravan approaching the commune.

EXT. DESERT COMMUNE - DAY

Mothers grab up their children and pull them aside as the vehicles arrive. ARMED MEN emerge... INTERCUTTING - THE PENTAGON OPS ROOM: the computer pinpoints DOTS on the satellite feed that represent WEAPONRY on-site - -

TECHIE We've got AK-47's, RPC's, Chaparral guided missiles --

COLONEL THOMPSON Looks like a training camp. THE DESERT: Bodyguards cluster around a TURBANED:MAN as he emerges from the Mercedes. It looks a lot like the man from the file photo, but the beard makes it hard to confirm. MID-AIR WITH THE UAV: It SWOOPS, targeting the man -- SNAP: THE PENTAGON: a BLURRY SNAPSHOT of his FACE appears. A DIGITAL WIRE-FRAME is overlaid on the man's face: "5I$ PROBABLE MATCH -

INSUFFICIENT DATA. RECOMMENDATION: ABORT MISSION."

TECHIE 51%. 'Abort' rec holds. THE DESERT: Now our guy DISAPPEARS into the crowd as they begin MOVING toward a large WOODEN PLANK on the desert floor. Some of the men take hold of the plank, drag it back to reveal... a PIT. THE PENTAGON: SAME IMAGE in real-time on the feeds:

CALLISTER What is that, a weapons cache?

ANALYST Sir, the placement of stones around the pit, markers for the Five Pillars of Islam... I think it's a funeral. Everyone trades looks -- this just got even more complicated. THE DESERT: from the back of a TENTED TRUCK, a BODY is lifted, shrouded in white. The men carry it through blowing sand... the procession stopping at the pit. They begin lowering the body... THE PENTAGON: on monitors, a section of the GENEVA CONVENTION

SCROLLS:

TECHIE Sir, striking a funeral would put us in violation of the Geneva convention.

3/28/07 4.

CONTINUED:

COLONEL THOMPSON Once this guy's gone, he's gone. The PENTAGON GENERAL COUNCIL pipes in --

PENTAGON GENERAL COUNCIL "Hors de Combat" -- legally we'd be open to international prosecution. But we have no independent intel verifying it's in fact a funeral, and the presence of weapons certainly leaves room for interpretation.

TECHIE #2 I have POTUS calling from Air Force One.

CALLISTER (a beat, looks around). Everyone agree this is the best course of action? No one dissents. Callister picks up:

CALLISTER (CONT'D) Mr. President, we have.a.51% identity match on Majid Al-Khoei. There is some possibility he's at a funeral, but we don't know. Regardless, counsel thinks we can claim 'Overriding Legal Authority.' Also, you should be aware we have an abort recommendation, but your cabinet, the Speaker, the Joint Chiefs urge a 'go.'

THE PRESIDENT (V.0.) You left yourself out of the lineup. Callister pauses. AS THE MESSAGE ON THE MONITOR STARTS

BLINKING: "ABORT, ABORT, ABORT..."

CALLISTER Yessir... we gauge our strategy by two standards: the highest probability of success with the least amount of collateral damage. At 51% probability, we don't have either one.

GENERAL THOMPSON And if it is Al-Khoei and he walks, Sir, we're putting our people at risk. There's a long silence as the President considers.

3/28/07 5.

CONTINUED: ( 2)

THE PRESIDENT (V.0.) I respect your caution, Geoff, but we won't get another chance like this... you have a green light. Callister's obviously opposed, but he bites his tongue:

CALLISTER Understood. (hangs up) We're weapons free. And with deadly calm, Techies execute orders into-headsets:

TECHIE TECHIE 2 -- Switching to Tac-2, -- MTS active, painting the acquisition's good -- target --

EXT. DESERT - FUNERAL - DAWN

The women begin to SING the "Nasheen," a.funeral song praising Allah. The beautiful VOICES grow until all other sound is GONE. DRONE POV: the feed from the CAMERA INSIDE THE NOSE-CONE as it LAUNCHES its missile -- it ZOOMS toward the funeral gathering -- The haunting, beautiful voices WAIL... in the moment before impact, we see: birds flying across the great plain... a herd of running gazelles... the DESERT WIND blankets a layer of sand over the shrouded body in the pit... a CHILD'S HAND grasping his mother's...

A WHITE FLASH AS THE MISSILE HITS:

HOLD IN WHITE: CREDIT SE UENCE: WORDS CLOSE UP... a digitized electronic scan, as if they're being analyzed by someone: "We the people of the United States... more perfect union..." Highlights of The Constitution, The. Declaration of Independence... We land on: "...whenever any form of government becomes destructive...it is the right of the people to alter it or to abolish it..." CLOSE IN on these last words: "ABOLISH IT."

WHITEWASH:

INT. BACK ROOM - NIGHT

We're looking at a DIGITAL TIMER ticking down crucial seconds -- then a MAN's FACE, intense, focused on something below screen: this is JERRY SHAW, 30, handsome, roguish. Somewhere between an adult and a child -- under his breath:

JERRY damnit...

3/28/07 6.

CONTINUED:

VOICE (O.S.) You gotta make a choice. You gotta move--

JERRY -- I know.

VOICE (O.S.) Now. Who are you gonna be? So Jerry makes his move, which we see is SLAMMING down a PLAYING CARD representing a group of DWARVES. He sits across from KWAME, 17. They're playing a geeky role-playing CARD and DICE game, CASH on the table.

JERRY KWAME there. Dwarves?: Bullshit -- Bullshit? I just blocked your ass and attacked with (checks card) Ancient Mastery points. --.dwarves don't have that -- -- read the oracle text, my friend. -- shit A thick-mascara/black lipstick BECKY enters, removing her SMOCK:

BECKY You know what would be great? If you guys took a longer break. That'd be awesome.

JERRY Hey, Becky? When're you going to start wearing makeup? Kwame laughs as Becky tosses her smock at Jerry:

BECKY .The collator's broken.

JERRY Dude: no its not.

BECKY (putting on a jacket) Oh yeah it is, dude! She heads out as Jerry collects the cash. Kwame puts on his own smock as Jerry offers him a quick lesson:

JERRY Your first mistake? Underestimating dwarves. Power can come from anywhere -- tomorrow night I'll give you first roll and a bonus pack if y--

3/28/07 7.

CONTINUED: ( 2)

KWAME I'm not gonna be here tomorrow, remember? I'm going to Cornell. And Jerry stops. A hit to the solar plexus. Wherever we are, this kid's off to a bright future. But not Jerry.

JERRY That -- wow. Good for you. So it's your last night. You're gonna spend it collating.

KWAME -- what? But she said the collator's broken.

JERRY And that's why we have those rubber thimbles in the drawer --.congratulations on Cornell, though, that's huge! TRACK WITH HIM out to... A COUNTER AREA as, he pins on his NAMETAG: "JERRY." Rows of COPY MACHINES and COMPUTER CUBICLES. He takes his place behind a register. Smiles, getting it up:

JERRY (CONT'D) Welcome to Kinko's, how can I help you? The CHUGCLICK-CHUGCLICK-CHUGCLICK sound of the machines gets louder and louder as they BECOME THE SOUND OF:

INT. "EL" SUBWAY CAR - MORNING

The KRAK-KRAK-KRACKING SUBWAY. We glimpse people looking at their BLACKBERRYS. Talking on CELL PHONES. Listening to IPODS and playing GAME BOYS. The NEWS plays on an LCD mounted on the train wall. A society lost in an "electronic elsewhere." And JERRY, with a SKETCH PAD in his lap. A surprisingly good pencil rendering of the face of a LARGE DOG -- weird, but he's got talent. The TV disturbs his concentration -- news footage of BOMBED-OUT EMBASSIES, emergency vehicles, wounded victims:

SHEPARD SMITH a heightened terror alert due to a series of suicide bombings, believed to be in retaliation for a deadly attack outside Abadan that killed forty people. Though the White House has denied involvement, Shia leaders have denounced the U.S. as responsible... AL-JAZEERA FOOTAGE: A SHIA SPOKESMAN is translated into ENGLISH:

3/28/07 8.

CONTINUED:

SPOKESMAN Your embassies were only the beginning! Our warriors are already within your borders. Until American leadership is removed from power, Allah's revenge is upon you! And during all this, Jerry notices something: people are glancing at each other aranoid. What a fucking world...

EXT. ATM MACHINE - MORNING

An ATM CARD gets slid into the slot. Jerry looks up. THE ATM CAMERA IS STARING RIGHT AT HIM. Then, a BEEP gets his attention: "INSUFFICIENT FUNDS." He processes this a moment... his exhale doesn't just say, "FUCK," it says "FUCK 1 KNEW IT."

INT. JERRY'S APARTMENT BUILDING - LOBBY .-MORNING

Saying it's a modest place would be kind. Jerry opens his mailbox. Just BILLS, some of which will:go unpaid this month. A BEAT as he shoves them back in and we HARD CUT TO:

INT. JERRY'S APARTMENT BUILDING - HALLWAY - MORNING

A DOOR OPENS: MRS. WIERZBOWSKI, Jerry's elderly Polish landlady. Pleased to see him, but painfully annoyed to know what's coming:

MRS. WIERZBOWSKI Jerry.

JERRY Whatever are you cooking right now? Is the greatest thing I've ever smelled in my life, I swear to God --

MRS. WIERZBOWSKI is schab wieprzowy po polsku -- you have the rent, yes?

JERRY (puts cash in her hands) -- here's some of it -- most of it -- but I've got something else for you... something special... Eyebrows bobbing. Mrs. Wierzbowsky knows exactly what it is. Sighs. Knows she can't resist him --

INT. KITCHEN - MRS. WIERZBOWSKI'S APARTMENT - MOMENTS LATER

CLOSE ON Jerry pushing a THUMB TAC into the dog sketch we saw him doing on the subway. PULL BACK to reveal about 25 other sketches on the wall. All of the same dog. The actual DOG, Johann, lies underneath the kitchen table.

9.

3/28/07

CONTINUED:

JERRY So I think. No, I'm pretty sure that's the best one so far ---

MRS. WIERZBOWSKI Yes. Is good -- rent is better. She puts a bowl of STEW into Jerry's hands.

MRS. WIERZBOWSKI (CONT'D) You are hungry, I am guessing.

JERRY Oh, no, no. I couldn't -- (looking down at bowl) Unless, you know, you insist. He sits at the table, starts eating. This is their routine.

MRS. WIERZBOWSKI So where is girl? I don't see her?

JERRY Oh, the redhead? No. She... that's over. She got smart.

MRS. WIERZBOWSKI Like the others.

JERRY Well, womenareIpretty smart. I've discovered.

MRS. WIERZBOWSKI You are like Johann. Jerry stops eating, mouth full. As Johann looks up.

JERRY Your -- I'm like your dog?

MRS. WIERZBOWSKI Look at him. Is big dog. Labrador. But he believe... he is terrier. So is Labrador... but no labrador. Somehow Jerry can't get his eyes off Johann. Quietly:

JERRY why do you think that is? As she pours a drink into a plastic cup --

MRS. WIERZBOWSKI Perhaps many things. When I rescue Johann from pound, they say he was abuse.

(MC)RF )

3/28/07 10.

CONTINUED: (2)

MRS. WIERZBOWSKI (CONT'D) As puppy. They kick him when baby, make him feel not big. (hands Jerry the cup) You need someone for rescuing you. Jerry looks at her, sad-smiles. Takes a sip and holy shit:

JERRY This is -- vodka -- Jesus, its eight- thirty in the morning --

MRS. WIERZBOWSKI -- you cannot eat bigos without vodka. Adjusting to it, Jerry drinks again -- as his CELL PHONE RINGS. He looks at his phone, freezing. Mrs. Wierzbowski notices.

MRS. WIERZBOWSKI (CONT'D) Is the girl? Answer. Tell her you'. are Labrador. Then ask if she give you money for rent. But we've PUSHED IN on Jerry, who stares at the name on the phone. Something's affecting him deeply. He says, quietly:

JERRY its my mother.

MRS. WIERZBOWSKI Is problem?

JERRY (even, quieter, gets up) is problem.

INT. JERRY'S APARTMENT BUILDING - HALLWAY - MOMENTS LATER

Jerry steps outside as the phone keeps RINGING, debating: WHAT TO DO. Finally, he answers, as if ready for punishment:

JERRY Hey, mom... Jerry stands there in silhouette. LISTENING. Something is happening... .suddenly he loses his balance -- sinks to the floor, phone to his ear -- staring in pain --

EXT. CHURCH - DAY

MOURNERS are gathering in their somber best, shaking hands. Across the street, we find Jerry, getting out of a taxi. Standing in a rumpled suit. Grim; the last thing he wants to do is enter that church. It's almost as if he can't. Finally, from somewhere, strength. He walks forward.

3/28/07 11.

INT. CHURCH - CONTINUOUS

Jerry heads down the aisle, painfully self-conscious. Most of the MOURNERS are in the pews, turning to look at him as he passes. When suddenly there's a SCREAM OF TERROR -- and Jerry BRACES as if he was expecting it -- looks over at a WOMAN pointing like he was a fucking bodysnatcher and she collapses -- Jerry holds up his hands as everyone turns to look at him--

JERRY -- no! I-- I'm not him! All eyes on him. His voice, sad, heartbroken:

JERRY (CONT'D) It's okay! I'm not Paul! Locks eyes with his MOTHER and FATHER up in the front pew. Their eyes red from crying, withered shells. And Jerry gives a lame wave before heading reluctantly up to the COFFIN. Devastated, he leans in -- and we MOVE AROUND to see the body: And it's fucking HIM -- Jerry's very own face, but one that seems to have been RECONSTRUCTED after some kind of accident. Gruesome and handsome all at once. This was PAUL SHAW. Jerry's identical twin. Off the surreal moment... A reverbed TRUMPET PLAYS, the tune familiar. In fact, it's:

INT. APARTMENT - DAY

THE NATIONAL ANTHEM, booming from a trumpet played by an 8 year- old boy: KYLE HOLLOMAN. A WOMAN blurs into frame: RACHEL HOLLOMAN, searching for car keys. 28, smart, beautiful, but fiercely independent, she's a single mom who's taken life's knocks. Never as cool-headed as she wants to be, she's on a short fuse with everyone but Kyle, whom she adores:

RACHEL Okayokay... okay: we came home, put down the leftovers, you turned on the TV, I went over, I said no TV-- She turns to the TV area and walks straight INTO a table. Stuns her, momentarily, but she doesn't break stride --

KYLE -- we're gonna be late, huh?

RACHEL -- absolutely not -- I turned it off, came over here, checked messages, put the leftovers in the--

3/28/07 12.

CONTINUED:

KYLE RACHEL --knocked over the phone-- --right, knocked over the phone, put it back, put the food in the fridge-- She opens the fridge: HER KEYS sit atop a Tupperware container. Kyle hits a high note and we SLAM TO:

INT. RACHEL'S CAR - MORNING

The KEY turning in the ignition of a crappy, old Honda. The engine CHOKES, SPUTTERS. Rachel's tense--

RACHEL we need to get a new car --

KYLE I like your car. We're gonna be late. The engine still SPLIT-SPUT-SPUTTERING.::.. a BUS. whizzes by, slows up ahead at a bus stop. Rachel gives up, jumps out:

RACHEL No we're not: the bus.

KYLE -- are you kidding?

EXT. CITY STREET - DAY

Rachel and Kyle HAUL ASS toward the bus stop, both struggling with Kyle's carry-on, a.garment bag, her purse, and a trumpet case marked with STICKERS (Green Bay Packers among them)--

RACHEL I put vitamins in your toiletry bag, don't forget to take two in the morning --

KYLE and one at night, I know --

RACHEL And your inhaler, which I may need to use now, is in the outside pocket -- wait! They rush back to a MAILBOX, she pulls bills from her purse:

KYLE More bills?

RACHEL Yup -- that's what happens when you have a kid on lay-away. They smile at each other. When SUDDENLY a BUS ROARS PAST the WIND GUSTS and the bills go FLYING into traffic:

3/28/07 13

CONTINUED:

RACHEL (CONT'D)

OH, SHIT! STAY HERE! Rachel waves her arms at oncoming cars, runs INTO TRAFFIC--

KYLE

YOU SWORE!! As she chases the bills, SCREECHING and HONKING around her:

RACHEL

I KNOW, I'M SORRY! (Porsche HONKS as it

PASSES)

HEY, A LITTLE COMMON COURTESY, ASSHOLE! And she runs back to Kyle, THROWS the bills in the mailbox - -

KYLE You swore again. Was that our bus? Rachel looks: PAN to across the street, the bus is now LEAVING THE BUS STOP. PAN back to Rachel: SHIT!!

RACHEL: Okay, now were gonna.be late. She puts fingers in her mouth and WHISTLES HARD for a cab --

INT. TRAIN STATION - WISCONSIN - DAY

A CLASS OF MUSIC STUDENTS boards and Amtrak train. Rachel and Kyle are RUNNING through the crowd toward them --

RACHEL Scuze us, coming through, sorry -- WAIT!!

WAIT!! Finally they arrive. Kyle's teacher, MRS. MILLER, smiles:

MRS. MILLER Under the wire --

RACHEL (gulping breaths) Hi -- sorry -- Rachel Holloman, we met--

MRS. MILLER -- of course, Barbara Miller. (looks at watch) You should probably -- And Rachel's stomach drops. Knows they've been racing towards this moment all morning but still not willing to accept it. Turning Kyle to face her --

3/28/07 14.

CONTINUED:

RACHEL Okay. Now. I want you to have an awesome time --

KYLE I will, mom --

RACHEL -- you can eat junk food, just remember to brush your teeth; and if you're gonna goof off, just be really smart about it; and try not to stay up past your bedtime, you get really cranky when you do that'-- (turns to Mrs. Miller) He gets very contrarian if he doesn't get at least eight --

MRS. MILLER I'm afraid it's time to board, Mrs. Holloman. Tears springing to Rachel's eyes. She tries to hide them. Bending down to be eye to eye with her son. Sotto --

RACHEL You see all these kids? They're all calling their mothers. You just do it more --

KYLE It's only two days,: mom. Y'know... you could try and some have fun too, wouldn't kill ya..

RACHEL Fun? What's that? (hugging him) I love you so much, baby.You're my everything. Rock the house.

KYLE -- love you too -- They separate -- she watches as Kyle boards with Mrs. Miller:

RACHEL Call me!

MRS. MILLER Your mom gonna be okay?

KYLE It's unclear. As they head into the train, Rachel steels herself and GOES. Passing the BAGGAGE AREA...

3/28/07 15.

CONTINUED: (2) We HOLD as the PORTER places Kyle's TRUMPET CASE on a conveyor belt. Oddly, it's ELECTRONICALLY REDIRECTED AWAY FROM THE OTHER INSTRUMENTS -- down a separate belt, where it emerges in a pick- up turnstile. Its lifted off the track by... A MIDDLE EASTERN MAN. Nervous. Really nervous. And the strangest thing -- he touches his ear and MURMURS something in Tajiki. To no one. Like a crazy person. What the hell? Walks to the curb where his white van idles. On the side is a decal: "HASSAD DRY CLEANERS." Loads the trumpet inside as we:

INT. SHAW HOME - AFTERNOON

Solemn quiet. Mourners talking in hushed tones. A buffet. Old people. Children. And over these shots, WHISPERED VOICES:

WOMAN #1 (V.O.) you didn't know either?

WOMAN #2 (V.0.) No idea.

WOMAN #3 (V.0.) I knew he had a brother. But not a twin, that was...

WOMAN.#1 (V.0.) I know, I know... Four WOMEN sit together. Heartbroken, unsettled. One glances across into a sitting room, where Jerry sits alone on a sofa. We're CLOSE on Jerry now. Holding a glass, etched with hearts. Looking at it as if it means something. Somehow, his childhood. He looks up at the stairs, as if knowing he needs to go up there. So he does. We MOVE with him:

WOMAN #1 (CCNT'D) when was the last time they saw him?

WOMAN #2 Margaret said years...

INT. SHAW HOUSE - PAUL AND JERRY'S ROOM - DAY

TROPHIES. RIBBONS. All of them awarded to PAUL SHAW. TIGHT on Jerry's face as he scans the shelves of evidence. Evidence that he had a brother. A superior brother. Again and again we see: PAUL SHAW. PAUL SHAW. PAUL. PAUL. Then Jerry finds one framed CERTIFICATE. In the back. A Junior High ART PRIZE. Awarded to JERRY SHAW. He smiles at the fucking absurdity of it as a figure appears behind him...

3/28/07 16.

CONTINUED: It's WILLIAM. Their father. The worst day of this man's life. Jerry composes himself quickly. They stare for a moment.

WILLIAM Six months without a boo or a bah.

JERRY Didn't realize it'd been that long.

WILLIAM Your mom was worried. So where were you this time?

JERRY Nowhere. (then, a touch reticent) Singapore. Alaska for a few weeks. got a job for a while. On a...fishing boat. Met some great p-

WILLIAM -- that's nice. Looks like you're really seeing the world.

JERRY I'm trying, you know, just to -- But William has just started crying.. Sobs of absolute loss. Jerry stands there, frozen, until William EMBRACES HIM. Jerry hugs him back -- tightly, grateful and starting to feel again. And just then, William says, quietly, through tears:

WILLIAM You sound just like him. Jerry's eyes find a point in space. This is love by proxy. And now he hugs, his father in support, not unity. William pulls back. Takes his wallet from his pocket:

WILLIAM (CONT'D) I want to give you some, uh...

JERRY No. -- Dad, I'm okay. I'm doing really well. I promise. His father holds out some bills. North of two-hundred dollars. It's a stand-off. The question is: does Jerry have enough pride to reject the offer? And the answer is...

EXT. CHICAGO STREET - ATM MACHINE - DAY

CLOSE ON THE PIN NUMBER AGAIN, getting PUNCHED IN. Then FIND JERRY, exhausted from the funeral, slipping the money his father gave him into a deposit envelope. A glance at the SECURITY CAMERA. Then a BEEP makes him look at the screen.

3/28/07 17

CONTINUED: AND WE PUNCH IN TIGHTER ON JERRY, WHO STARES, STUNNED. The screen reads: "BALANCE: $750,000.00" What the HELL? Glances back to the people behind him, they want him to hurry. He hits "Cancel." But the machine, as if disobeying, spits out five $100 bills--

JERRY -- whoa -- Jerry stabs cancel again. Now TEN MORE $100 bills-come out. He glances at the people in line, nervous--

JERRY (CONT'D) -- two seconds, sorry -- Eyes flick back to the ATM CAMERA. He covers it with his hand, pushes "cancel" again and again. But now.. TEN THOUSAND DOLLARS IN $100 BILLS HAS COME OUT, getting JAMMED' in the slot. People start to PEER OVER as Jerry SCRAMBLES to keep the cash from flying everywhere. And finally. The machine stops. He stuffs all the money in his pocket. Everyone's staring.

JERRY (CONT'D) Big date. So... fingers crossed.

INT. JERRY'S APARTMENT BUILDING.- HALLWAY - NIGHT

Jerry enters, a little dazed -- heads for his apartment as Mrs. Wierzbowski steps from. hers, Johann hiding behind her:

MRS. WIERZBOWSKI Jerry! All day they make delivery! Jerry moves fast to her, a little out of breath -- shoves a thousand dollars into her hand:

JERRY Here's the rest of the rent -- next month's, too --

MRS. WIERZBOWSKI -- where do you get this?

JERRY Just take it -- it's okay, I owe you --

MRS. WIERZBOWSKI I had to open your apartment, too many packages come, they come for hours --

JERRY For me?

3/28/07 18.

INT. JERRY'S APARTMENT - NIGHT

Jerry whips open his apartment door -- as far as he can: it's blocked by something. He reaches in, flips on the LIGHT: BOXES EVERYWHERE. Reeling, he picks one up, rips it open. Packing peanuts fly: a pair of night-vision binoculars. WHAT IS HAPPENING? Goes through more boxes in a flurry of CUTS: FALSE PASSPORTS; a POLICE SCANNER; BODY ARMOR; HAND GUNS; large BAGS OF FERTILIZER; strange CHEMICALS; 747 MANUALS. Jerry looks around, fear and confusion growing. His cell rings.,. startles him -- all the LCD says is: "ANSWER NOW."

JERRY -- hello? A WOMAN'S VOICE. We can't place why... but it's really creepy.

WOMAN'S VOICE Look out your window. They're coming for you.

JERRY (totally thrown) -- what? Who is this?

WOMAN'S VOICE Jerry. You have to run.

JERRY Who the hell is this?! Rips back the curtain to see a SWAT VAN SCREECHING UP -- a flack- jacketed TEAM pours out, assault rifles ready. Jerry goes pale.

WOMAN'S VOICE Leave your residence. Get to the Mathis train station. You have 4 minutes.

JERRY Jesus Christ -- what's happening?!

WOMAN'S VOICE Run, or you'll be captured and convicted -- go NOW. CLICK. POUNDING BOOTS AGAINST PAVEMENT OUTSIDE. Jerry whirls, goes out to the hall, hears THEM coming. Starts to run. But a

TACTICAL TEAM STORMS THE HALL. ASSAULT RIFLES AIMED AT HIM:

TEAM LEADER JERRY Hands behind your head! DOWN WHAT'S GOING ON? HEY! IS

NOW! DOWN ON THE FLOOR OR WE THIS ABOUT THE--THE ATM?! I

WILL FIRE! DIDN'T DO ANYTHING! Jerry's SLAMMED to the ground as we CUT TO --

3/28/07 19.

INT. DHS FIELD OFFICE - INTERROGATION ROOM - NIGHT

Jerry sits cuffed to a table. Frightened, confused, on the defensive. The door opens and AGENT THOMAS MORGAN enters: 40s, born to the job, never smiles. Takes a seat, opens a "file:

JERRY Look, man, I don't know what this is -- I don't know how all that shit got in my apartment, but unless you're my lawyer--

MORGAN My condolences. I understand you've had a tough day.

JERRY it hasn't been ideal.

MORGAN Your brother worked for the State Department. This was almost a question. And while it's obviously news to us, Jerry clearly knew...

JERRY You tell me.

MORGAN Were you close?

JERRY Why? What am I doing here. I don't even know who you are. Morgan tosses his black leather BADGE WALLET onto the metal table. It lands open with a substantial CLUNG!

MORGAN Tom Morgan, Special Agent attached to the National Counterterrorism Center.

JERRY (stares, rocked) Counterterrorism Center? You think I'm --

MORGAN -- according to phone records, your brother called you twelve times in the last year. You never called him back.

JERRY If you're asking if we were the kind of freaky twins you see at the mall wearing the same shirt, no. Listen, Paul traveled a lot, so we didn't --

3/28/07 20.

CONTINUED:

MORGAN Oh. That's right. He stamped visas in Karachi for a year. Then was a junior FSO in Beirut. Interesting places.

JERRY What're you... saying.

MORGAN I'm just saying you didn't talk much. maybe you did.

JERRY Am I getting a lawyer here? 'Cause didn't hear my rights read to me--

MORGAN You familiar with the slogan, "Declare War on War?"

JERRY what? No, why? Morgan pulls out a SURVEILLANCE PHOTO: Jerry, college-age, at a STUDENT RALLY holding up a sign with an image of the Pentagon crossed out in red: "DECLARE WAR ON WAR!"

MORGAN Because you painted it when you were part of the student activist group "Project Underground" at Berkley.

JERRY (stares-at pic; LAUGHS) Wait. Come on -- okay: her name was Julia, she was the smokinist girl I'd ever seen and she wanted me -- I would've gone to an "Anti-Oxygen" rally for her. I swear to God, dude--

MORGAN Don't "dude" me. I'm not your friend. I don't have friends... so: Jerry. Why'd you drop out of school?

JERRY Why'd you stay in? I don't know, I didn't really see the point.

MORGAN You haven't been able to hold a job

JERRY Unless I've been fired from Kinko's, which is a statistical impossibility, I'm holding a job right now.

21.

3/28/07

CONTINUED: (2)

MORGAN Construction work, bartender in Singapore, telemarketing, real estate office, messenger, supermarket sign painter, taxi driver, gas station in Florida, fishing boat in Alaska--

JERRY -- what can I say? Guess I haven't found myself yet --

MORGAN Who deposited the seven-fifty?

JERRY For as second I thought God, maybe. The ATM was obviously broken -- or do.. accidents not happen in your . universe?

MORGAN JERRY The money originated from the --this is all -- listen, this HSBC bank of Singapore -- is all very interesting -- but opened with a transfer from a this has nothing to do with corporation called 'The Star me! Do you understand? of Orion,' a dummy front for Hezbollah. This morning Majid -- alright, this is insane, I Al-Khoei says the agents.of want a lawyer-- destruction are already inside our borders-- -- we find hardware in your -- I told you, it all just apartment, latest military showed up there'. You're not spec, airplane manuals, plus listening to me! twelve hundred pounds. of-- sit (tries to stand up) your ass down now -- ammonium (abruptly sits) nitrate fertilizer. Just curious if you knew any of Paul's friends in Beirut, or if he knew any of your friends -- what do you mean in Singapore, oh but that's "friends"?! right, we haven't really established whether or not you two were close-- (losing it) -- I guess we were rett close when I looked into his open casket this morning and saw the bad make-up job covering the gash in his skull! Or how about when I watched him being lowered into the ground -- that establish anything for you?! Somebody set me up! Morgan stares at him, unmoved.

3/28/07 22.

CONTINUED: (3)

MORGAN "Somebody." Who?

JERRY A woman, I don't know! She called me and told me I was gonna be arrested. GET

REAL, MAN! DO I LOOK LIKE A TERRORIST TO

YOU?!?!

MORGAN No more than Abdul Hamid, Taliban POW we caught in Afghanistan. Except his real name was Johnny Walker Lindh. Grew up in Marin County with a basketball hoop in his driveway and a carton of Tropicana in his fridge. He was blonder than you.. though.

(RISES) When I come back, you'd better tell me who you work for-- And heads out the door, SLAM! Jerry yells;

JERRY

I WORK FOR KINKO'S!!.

INT. DHS OBSERVATION ROOM - HALLWAY CONTINUOUS

Morgan meets supervisor MARTIN KREBS, a senior D.H.S. big wig. Standing with LATESHA.SIMMS, 32 but looks 16, African- American, computer wonk with no room fora personal life; and TOBY GRANT, 20's, straight part in his hair, wet behind the ears. They've all been observing through a two-way mirror. Latesha refers to a laptop, one she clutches like a safety blanket:

LATESHA He fits the profile: disaffected, 'susceptible to radical indoctrination, problem with authority. Doesn't vote or pay taxes, but witness statements all say he's not a player. He does sketches of his landlady's dog. Oh, and he's lying about the woman who called him -- we checked the records, no calls came in before we picked him up --

KREBS What about the brother?

LATESHA Mid-level FSO. Been stateside the past three years. No red flags. He was killed when a truck ran a light in Crystal City.

23.

3/28/07

CONTINUED:

MORGAN That kind of equipment and a major cash infusion five hours after a terrorist threat and were smiling and saying "coincidence?"

KREBS So either he's a rank-and-file sleeper or a dumbshit mule.

GRANT (eager to contribute) Or a misdirect. There's nothing subtle about him or the gear. He's not exactly a pro-- Morgan levels a look at Grant as Krebs takes .a BEAT. Figuring out the next move:

KREBS Get Smith on financials; Rieger on travel; and let's dryclean family and friends. Again. (to Morgan, veiled

THREAT) I don't want the FBI rushing in on this. Break him. Fast. And leaves Morgan to twist.. The pressure's on. To Latesha:

MORGAN v m m putting you on the brother.

LATESHA Great, I'll access State's database

MORGAN No, I want you to go there.

LATESHA But, Tom, I can do everything from

MORGAN'S VOICE you know those funny things underneath that not-so-stylish pantsuit? They're called leas. Latesha looks at him, not happy.

LATESHA Yes. Sir.

MORGAN You know I hate it when you call me that-- He turns to go, Grant immediately following him --

3/28/47

24

CONTINUED: (2)

AGENT GRANT What can I do?

MORGAN Follow me and don't talk.

INT. GAMMAGE & BURNHAM LAW OFFICES - WISCONSIN - NIGHT

Rachel's doing paperwork at her desk. People leave. for the night. An attorney named MICHAEL approaches; warm, good- looking, by all standards, a catch. She doesn't look up.

MICHAEL He's out of town.

RACHEL Yup.

MICHAEL Which seems like a perfect ;opportunity for a second date. In theory.

RACHEL In theory -- but I gotta site-check this brief, courier's coming in,.,the morning.

MICHAEL Didn't we have a good time? Remember that? Our first date? Back in the 40's? He's so agreeably genuine, she wants to let him down easy:

RACHEL I had a great. time, I told you that but I'm so busy and...

MICHAEL Ooo.o, shit, the "so busy" speech -- stop -- not worthy of you. Or me. I'm patient, so... call me. When you're not busy.

RACHEL Kyle goes to college in nine years-- it should be somewhere around then.

MICHAEL I would so wait a decade for you. Call me his sophomore year, I'll prove it. And with a smile he heads off. She watches him go -- dammit! really liking him in this moment. She watches longer than she should... then goes back to her work. He gets in the elevator and she's left in her solitude. And now we BEGIN TO SEE the first signs of it: loneliness.

3/28/07 25

CONTINUED: The consequence of not really letting anyone into her life. She stares off as BLING! An IM box pops up on her screen: "RACHEL HOLLOMAN. ANSWER THE PHONE." And just like that the PHONE RINGS. Rachel jumps. Staring at the IM. Then at the phone. Answers it:

RACHEL -- hello? It's the same chilling FEMALE VOICE:

WOMAN'S VOICE Click on the link at the bottom of the page. Rachel's eyes drop down to the LINK at the bottom of her screen. What? Leans out from her cubicle to look around -- NO ONE ELSE

AT THEIR DESK.

RACHEL who is this? As she clicks on the link. And a STREAMING IMAGE APPEARS: A

BLACK AND WHITE SURVEILLANCE CAM OFKYLE ON HIS TRAIN, LAUGHING WITH OTHER KIDS. Rachel's breath is taken away--

RACHEL (CONT'D) What's going on? Who are you --?

WOMAN'S VOICE Would you risk your life for your son? Rachel jumps to her feet,: trying to breathe through the panic. Looking around. NO ONE -

RACHEL This isn't funny! Who are you?!

WOMAN'S VOICE Ican derail his train. I can kill him at any time. I'll ask again: would you risk`. your life for your son? Suddenly the BROWSER GOES BLANK: "UNABLE TO ACCESS PAGE." Kyle's taken from her, that fast -- she gasps, terrified.

RACHEL yes...

WOMAN'S VOICE Follow my instructions precisely. There's a vehicle parked at the northeast exit of your building. The keys are in the ignition. Start walking. Now. CLICK. Off Rachel's stunned, terrified face --

3/28/07 26.

INT. DHS FIELD OFFICE - NIGHT

A FAX spits out a page with the Department of Justice logo, from the ATTORNEY GENERAL'S OFFICE. Subject: "SHAW, JERRY."

INT. DHS FIELD OFFICE - HOLDING CELL - MOMENTS LATER

Jerry sits in his cell, lost -- looks up as an Agent enters:

AGENT Time for your phone call.

JERRY I thought there was no phone call.

AGENT Attorney General's office changed their mind.

INT. DHS FILED OFFICE - SECURE PHONE ROOM - NIGHT

Jerry's led into a holding room with a phone on the wall. The Agent exits, electronic door locking behind him. Jerry thinks, deciding who to call. Swallows his;_pride, starts to dial his father. It RINGS. BUT THE RINGING SUDDENLY, EERILY LOWERS IN

PITCH IN A DIGITAL GLITCH -- AN ODD.CONNECTION CLICK.

JERRY hello? Dad--?

WOMAN'S VOICE I told you to. run. You didn't. TIGHT ON JERRY now, terrified, breathless --

JERRY .no wav -- who are you?! Behind Jerry; the steel door UNLOCKS -- he whirls to the OPENING DOOR -- waiting for a Guard -- someone, anyone... BUT NO ONE COMES.::: What the hell is this?!

WOMAN'S VOICE Follow the water. Or the fire will kill you.

JERRY What fire?! How'd you get on this phone?! Are you the one doing all this to me? Why?!

WOMAN'S VOICE Follow the water. Leave the building -- -- and Jerry SPINS BACK. Looks up at a WALL VENT near the ceiling -- SMOKE. Ho-shit! A SMOKE ALARM BLARES --

3/28/07 27.

CONTINUED:

WOMAN'S VOICE (CONT'D) -- take Brisbane Street to the elevated train station: you have six minutes.

CLICK.

JERRY Wait, what d'you mean "follow the water"? Suddenly: TSHHHHH! Jerry turns -- in the hallway, a CEILING SPRINKLER SPRAYS. The FIRE GROWS, RAGING from the VENT --

JERRY (CONT'D)

SHIT!!!

INT. DHS FIELD OFFICE - HALLWAY - NIGHT

People scramble -- Morgan runs to the interrogation room, sees through the glass that Jerry's gone. To a passing Agent:

MORGAN Where's Shaw?

AGENT Parker took him to make his phone call.

MORGAN Took him?! On whose authority?!

INT. DHS FIELD OFFICE -.HALLWAY - NIGHT

SMOKE AND FIRE AND A BLARING ALARM as Jerry FOLLOWS THE SPRINKLERS -- amazingly'each sprinkler ACTIVATES as he approaches, creating a safe path through the flames. Finally he gets to a dead end -- a WINDOW -- the FIRE RAGING behind him, heat increasing, as Jerry GRABS A NEARBY CHAIR AND --

MORGAN (V.0.)

JERRY SHAW!! Turns through the wild FIRE, Morgan, at the other end of the corridor -- GUN DRAWN:

MORGAN (CONT'D)

FREEZE, RIGHT THERE!

JERRY

LISTEN TO ME! I'M NOT TRYING TO ESCAPE! The fire ERUPTS between them, obscuring each other's view. No choice, Jerry turns, HURLS the chair at the WINDOW, IT SHATTERS:

3/28/07 28.

EXT. DHS FIELD OFFICE - FIRE ESCAPE - NIGHT

Jerry prepares himself, then JUMPS TO A DRAIN PIPE -- grabbing it and lowering himself from the third floor -- dropping the last ten feet, landing HARD, recovering, running off --

EXT. RAISED SUBWAY PLATFORM - NIGHT

A SUBWAY TRAIN pulls into the station. WHIP PAN to find Jerry running onto the platform -- out-of-his-mind-scared -- passes a SURVEILLANCE CAMERA looking down, as if watching him -- Jerry's eyes scan the area... then he FREEZES. THE ELECTRONIC

SCHEDULE SIGN HAS CHANGED TO READ: "JERRY, BOARD TEE TRAIN"

THEN JUST AS FAST, ITS BACK TO THE SCHEDULE. HOW IS THIS HAPPENING?! Across the station, Jerry sees Morgan and a team of Agents pouring down the stairs =- he runs onto the train as the DOORS CLOSE -- Morgan turns, doesn't see him.

INT. SUBWAY CAR - MOVING - NIGHT

The train at full speed. Oblivious Commuters. Jerry tries to calm down, make some sense. Notices. the SECURITY CAMERA in the corner, turns from it. An LCD.onthe train broadcasts CNN:

CNN NEWSCASTER has elevated our alert status to threat level "Orange." Insiders say tomorrow night's State of the Union address will focus on...

CONDUCTOR (V.0.) Next stop, Montrose Station. A CELL RINGS from a phone peeking out of a SLEEPING PASSENGER'S BACKPACK. He looks at it, oddly suspicious. The LCD GOES BLACK -- then the words "ANSWER IT, JERRY" appear. Looks around: no one saw it. Slips the phone from the guy's backpack -- turns away, hits "answer":

WOMAN'S VOICE Stay on the train for three more stations until you r-- But Jerry HANGS UP -- WON'T HAVE THIS. And as the train slows, he moves to the door and --

EXT. MONTROSE STATION - NIGHT

JUMPS off the train, pushes through the busy platform. Spots TWO TRANSIT OFFICERS talking on radios as they scan the crowd. Jerry turns and ducks into another TRAIN just as --

3/28/07 29.

INT. SUBWAY CAR - NIGHT

The DOORS CLOSE. Jerry sits, exhales. Then the cell phone -- which he stole -- RINGS AGAIN. He tenses. Won't answer. It finally stops ringing. Could it all be over? NO, BECAUSE THE

TRAIN'S EMERGENCY BRAKES SUDDENLY KICK IN, GEARS SCREECH, PEOPLE TUMBLE... and the train stops. Everyone looks around, confused, frightened. Suddenly, the train starts MOVING BACKWARDS--

JERRY

--NO--

EXT. REAR SUBWAY CAR - NIGHT

The rear subway car's now become the front. TILT DOWN to the track, it SWITCHES OVER to another line all.by itself --

INT. SUBWAY CAR - MOVING - NIGHT

People are FREAKING OUT -- and Jerry feels some insane guilty complicity in all this, as the PHONE.RINGS AGAIN--

JERRY -- Jesus -- (and he answers)

HELLO.

WOMAN'S VOICE I told you not to get off yet.

JERRY -- listen -- lady -- who are you?!

WOMAN'S VOICE He knows you're here. Jerry turns and sees A TRANSIT COP through the glass doors that connect the cars -- he's talking into a shoulder-mounted walkie talkie. Looking right at JERRY --

JERRY --.how do you know that? Where are you? Jerry notices ANOTHER SECURITY CAMERA in the corner as:

WOMAN'S VOICE Next stop is Damen Station. Take the Northwest exit. There will be a black BMW sedan. Get in the passenger seat.

JERRY Go to hell. How's that. He hangs up, drops the phone and STOMPS ON IT. Eyes from fellow passengers. THEN EVERY CELL PHONE ON BOARD RINGING IN UNISON.

3/28/07 30.

CONTINUED: Jerry watches, stunned, as passengers start answering -- all hearing the same thing:

WOMAN'S VOICE The man in the black t-shirt is a wanted terrorist. His name is Jerry Shaw. Everyone TURNS TO Jerry, backs away, but a HUGE MAN stands:

HUGE MAN -- you Jerry Shaw? EVERYONE looking, a few even start to move for him. Jerry goes for the door, but the SUBWAY COP'S there, about to enter, but the door's locked. Jerry yells to the passengers.:

JERRY

STAY AWAY FROM ME! The COP pulls his gun, yelling through the glass:

TRANSIT COP

EVERYBODY DOWN! GET DOWN? Suddenly, the train SPEEDING, the DOORS OPEN! A BLAST OF WIND! People SCREAM, take cover as the.train .pulls into the station, the COP about to SHOOT when Jerry jumps, LANDING HARD ON THE PLATFORM -- ROLLS -- and the COP FIRES! People SCREAM and RUN, as the moving train separates Jerry from the Cop -- Jerry gets to his feet, sprints towards the northwest exit and --

EXT. TRAIN STATION - NIGHT

Out of the station! Spots the BLACK 760 BMW SEDAN parked by the curb -- sleek, ultra-fast. Jerry tears open the passenger door, jumps inside, meeting, behind the wheel:

INT. BMW 760 SEDAN - NIGHT

RACHEL. Terrified. Assuming Jerry is behind all of this. Jerry, breathing hard, assuming she is The Voice:

JERRY RACHEL Okay: WHAT DO YOU WANT WITH -- I'm not doing a thing until ME?! I know for a fact that Kyle's safe -- Do you hear me? I am not fucking around, you tell me now what this is Do you hear me? No, you stop - about! - I will not do a thing for you until -- HEY: I almost died back there! Three times! Shut up! You shut up and -- who?! Who's Kyle? WHO THE listen to me now! You tell me HELL IS KYLE?! Kyle is safe! YOU TELL ME

HE'S SAFE GODDAMMIT!!!! She's HITTING HIM and he's gotta grip her arms to control her --

3/28/07 31.

CONTINUED:

RACHEL JERRY MY SON! YOU LET HIM GO! YOU HEY! HEY, STOP! Wait! HURT HIM AND I WILL KILL You're not the woman who YOU!!! called me? And Rachel, out of breath, realizes: holy shit...

RACHEL the woman? She called you too?

WOMAN'S VOICE Drive. -- and Jerry and Rachel SCREAM at the horror of THE;WOMAN'S VOICE COMING FROM INSIDE THE CAR -- how?!

JERRY RACHEL --where's that coming from?! --who are you?!

WOMAN'S VOICE (CONT'D) I'm using the onboard automotive telematics system. Drive. Now. KA-BOOOOM!!! The side window EXPLODES from a GUNSHOT! They duck -- Jerry turns to look at,the COPS running toward the car:

RACHEL JERRY

THEY'RE SHOOTING AT US?! DRIVEDRIVEDRIVEDRIVEDRIVE!!! She SLAMS the gas -- the car SCREECHES ONTO THE ROAD, another car avoiding it, SLAMMING into a BUS -- Rachel LURCHES and GRINDS as she shifts gears --

RACHEL JERRY

WHAT IS HAPPENING?! WHY ARE YOU DRIVING LIKE

-- I'VE NEVER DRIVEN ANYTHING THAT?!

WORTH OVER ,TWELVE THOUSAND

DOLLARS! WHO ARE YOU AND WHY

ARE PEOPLE SHOOTING AT US?

WOMAN'S VOICE (CONT'D) Stay about fifty miles an hour, you have pursuers.

JERRY Yeah, thanks, we're on it --

WOMAN'S VOICE Turn left in two-hundred feet. Indeed they do: TWO POLICE CARS BLAST AROUND A STREET CORNER FOUR BLOCKS BEHIND THEM -- DOPPLER HORNS as we CUT BACK TO:

JERRY -- my name's Jerry Shaw, I've been set up -- somehow I don't know -- by --

3/28/07 32.

CONTINUED: (2) He dramatically GESTURES around the car, indicating The Voice.

WOMAN'S VOICE One hundred feet.

RACHEL JERRY -- you don't know anything Your son?! No, I know about Kyle? nothing! Just like you don't know how to drive: use the clutch before you shift, not while you shift, not while you -- I don't need driving sh-- lessons from you, asshole! -- you drive like. this and I'm the asshole?

WOMAN'S VOICE (CONT'D).. Turn now.

RACHEL (annoyed as hell) I know I got it! And she YANKS the steering wheel and the.car makes a FRIGHTENING SCREAMING LEFT TURN as we CUT TO:

INT. SUV - CHICAGO CITY STREETS - NIGHT

Morgan drives a government-issue sedan at 80 mph. over radio:

POLICE RADIO (V.0.) All units, respond code 3 -- suspect's headed south on Stanley -- Morgan makes a hard right, .tearing around a corner --

INT. BMW - CHICAGO CITY STREETS - NIGHT

Two cop cars have become THREE in the rearview mirror -- even more insane, °all.the TRAFFIC LIGHTS are suddenly changing to create a MIRACLE PATH for the BMW -- stopping traffic to let them pass,. starting it up again to CUT OFF the cop cars. It's as if someone.'s.playing chess with the city grid--

RACHEL JERRY (creeped out) --the lights are all changing to green... it's like... -- like they're changing for us...

WOMAN'S VOICE Accelerate to sixty -- turn right in four- hundred feet...

JERRY (looking up, scared) -- oh, no way --

3/28/07 33

CONTINUED: Rachel looks up too -- eyes wide: A TEN-STORY-TALL CONSTRUCTION

CRANE TURNING FAST, THE BLOCK-LONG ARM SWINGING ABOVE THE

STREET, HOLDING FIVE STEEL GIRDERS--

JERRY (CONT'D) -- sixt ! Go to sixty! And suddenly the crane DROPS THE GIRDERS -- Rachel SCREAMS --

JERRY (CONT'D)

SHIT!! And the STEEL BEAMS SLAM INTO THE PAVEMENT, JUST BEHIND THE BMW,

-- PURSUING AND SURROUNDING CARS SLAM THEIR BRAKES

RACHEL -- this isn't happening!!! Tries to DOWNSHIFT -- GRINNNNNNNND!!

JERRY RACHEL

CLUTCH! I'M CLUTCHING!! She tries to shift -- Jerry puts his hand on hers -- JAMS THE GEAR SHIFT INTO FOURTH -- the car swerves to avoid a car:

JERRY

GO RIGHT GO RIGHT!!! Rachel yanks the wheel, SKIDS round the corner -- more police screech in ahead -- she's forced to VEER onto a ONE-WAY STREET!

JERRY (CONT'D) RACHEL Getoffthe street -- wait, --WILLYOU SHUT UP?!!!! no,turnup ahead, keep going --WILLYOU JUST SHUT UP AND --go...wait -- stop -- TURN LETMEDO IT!!

HERE!! The BMW barely avoids one collision after another --

WOMAN'S VOICE You'll turn at the next alley: avoid the police. Rachel skids right, but TWO COP CARS appear. Too late to stop WHAM! The BMW SMASHES THROUGH -- both cop cars go flying.

RACHEL

AVOID THEM?!

JERRY (looks back, holy shit) -- you're doing great --

MORGAN'S CAR:

3/28/07 34.

CONTINUED: (2)

MORGAN They're headed for the harbor! Gimme roadblocks at Granville and Sheridan! IN THE BMW: Jerry and Rachel speed through an industrial marina. Up ahead, the intersection's closed by a POLICE BARRICADE.

WOMAN'S VOICE Turn right in two-hundred feet. MORGAN'S CAR: he SEES Rachel coming right at him. Just before they collide, she TURNS RIGHT. Morgan SLAMS his brakes -- his car FISHTAILS -- the cruisers behind him come to a.stop; but now

BLOCK HIS WAY.

MORGAN

MOVE MOVE MOVE!!!

INT. BMW - HARBOR - NIGHT

As the car speeds down a narrow artery toward the RIVER --

WOMAN'S VOICE Accelerate to sixty five.

RACHEL JERRY

ACCELERATE?! WE"RE HEADED FOR THE WATER! -- are you trying to kill us?! -- slow down! Jesus, slow down--what the hell's your name? YOU! YOU!!! -- Oh! Rachel! -- Rachel: SLOW THE HELL

DOWN!!! Just then: KA-CHUNK!! Something just SLAMMED onto the ROOF - - a high-pitched VREEEEE as he car's tires SPIN in overdrive but suddenly FIND NO ROAD BENEATH THEM! And impossibly, as the brick wall GROWS HUGE coming right at us through the windshield, the car RISES OFF THE GROUND -- LITERALLY FLYING --

JERRY RACHEL

HOW ARE YOU DOING THIS?!?! I'M NOT!!! -- and now we REVEAL: A GIANT, INDUSTRIAL MAGNET attached to the top of the BMW, HOISTING it up on a DOCK CRANE -- the jib arm PIVOTS, swinging them over a CRANE YARD... Minds blown, they swing past the crane's DRIVER'S SEAT and see... NOBODY'S AT THE CONTROLS. The crane DIPS THEM toward a wooden railing overlooking the RIVER -- they CRASH THROUGH it. The release arm DROPS the BMW -- Jerry and Rachel SCREAM as they PLUMMET -- but the car doesn't hit water, instead it falls onto: A GARBAGE BARGE floating downriver. The car lands in a mountain of trash. The crane STOPS, just as... Morgan and the cops APPEAR, screeching in at the broken railing.

3/28/07 35.

CONTINUED: They jump from their cars, look down into the river and see NOTHING. Morgan KICKS a trash can, pissed:

MORGAN Seal the harbor, get divers in the water! PAN UP TO the horizon... where the garbage barge floats lazily down Lake Michigan. Jerry and Rachel escaped... for now.

DISSOLVE TO:

EXT. BARGE - DAWN

Jerry, dazed but driven, SLAMS a piece of plywood again and again into the LEXAN WINDOW of the barge's CONTROL BOOTH. Rachel paces, on her cell -- hearing:

KYLE'S VOICE This is Kyle. Who is not allowed to. use this phone with my friends... so leave a message, Mom. (BEEP --}

RACHEL Honey? Honey? It's me -- Baby, you need to call me. Soon as you get this, 1 please -- check your messages and.call me. Sweetie. I love y_ou. And she hangs up, staring'off. CRASH! Jerry's knocked the window back -- opens the control booth door and enters, examines the controls. The computer panel reads: "CONTROL OVERRIDE."

JERRY -- this thing's on auto-pilot or something. Which doesn't happen, these barges are operated, by people. He steps out. In thought, tears in her eyes, Rachel asks:

RACHEL D'youthink -- she could derail a train?

JERRY Are you kidding me? She changed every traffic light! This woman's called me on other people's phones -- some dude who happened to be sitting next to me! His phone rang -- it was her! For me! She broke me out of maximum-security custod in a way I'm not even gonna tell you cause you won't believe it -- and you saw how she directed us away from the police, then lifted us outta the world and dropped our ass onto the ghost barge! Can she derail a train? She could probably turn a train into a duck. Yes. I think she c--

3/28/07 36.

CONTINUED: -- but now he stops, because Rachel is crying. Jerry lamely attempts to backpedal:

JERRY (CONT'D) I mean... I don't know, I'm not sure she could derail a train, what the hell do I know? Rachel brushes her tears away. Afraid, but fighting it.

RACHEL My son is on a train. She threatened to kill him if I don't do what she says. They share a look. The difference between them galvanized in an instant. She has something to lose.

RACHEL (CONT'D) You tell me -- how does someone do all this? When: RING! A CELL PHONE. Rachel looks down, hoping it's Kyle -- but it's not her phone. They realize the phone's somewhere in the trash. Jerry starts digging. It's nast Finally, he finds it in an old take-out box --- re: the phone.

JERRY -- you see what I mean? He wipes it off, holds it to his ear despite the stench;

JERRY (CONT'D) Hello?

WOMAN'S VOICE You both need to swim to shore. Go to line tower 108.

"JERRY RACHEL "Swim to shore? Are you -- she wants us to swim --?! insane?

JERRY Lady, what if I told you we don't know how to swim.

WOMAN'S VOICE But you do. I've seen you at the beach house. (Jerry is chilled) And the female was once a swimming instructor at the YMCA in Westport, Connecticut. Go now or the authorities will find you. They're more dangerous than the water.

3/28/07 37.

CONTINUED: (2) CLICK -- she's gone. Jerry hangs up, turning something unnerving in his mind.

JERRY She called you "the female." (beat, weird) That's like... something a foreigner would say, like a bad translation. But she has no accent.

RACHEL Jerry, that's your name, right? Are we swimmincr?

JERRY Does it bring back memories of Westport Y?

RACHEL (pale, at a whisper) how did you know that?

JERRY I didn't. And they turn to look down at the FREEZING RIVER WATER as we PRE- LAP the SOUND of a clear F SHARP and CUT TO --

INT. A&B INSTRUMENT REPAIR MORNING

An OLD MAN blowing into KYLE,'S TRUMPET. Thick glasses, sweater vest, INSTRUMENTS stacked all over the place. Kyle's familiar CASE with the Packers' sticker open next to him.

STORE OWNER You sure you want to replace it? Sounds pretty good to me. And we reveal MIDDLE EASTERN MAN standing at the counter. Eyes darting, nervousShoves a small BOX into the man's hand.

MIDDLE EASTERN MAN Yes. I'm sure. Please do it now. The Store Owner looks into the box.

STORE OWNER I do a lot of custom jobs, never seen something like this before. I can have it for you by the end of the week. The Middle Eastern Man. MUMBLING again in Tajiki. Seemingly, to himself. The Store Owner stares, kinda freaked out --

STORE OWNER (CONT'D) Sorry, what?

3/28/07 38.

CONTINUED:

MIDDLE EASTERN MAN (snaps out of it) No. Is not possible. it must be done this afternoon --

STORE OWNER Listen, Mister -- The Middle Eastern Man suddenly touches his ear, BARKS out something in Tajiki. Like he's arguing with someone.

STORE OWNER (CONT'D) -- are you okay?

MIDDLE EASTERN MAN (looks at his watch) I will pay you triple. Please. A courier will be by to pick it:'up at three. Do it, please... please. And stepping back, he exits quickly. The Store Owner watches him leave, then looks back down at the BOX.

INT. RIVER SIDE - DAY

A Coast Guard cutter floats beside the now-abandoned garbage barge. The BMW's been lifted ashore by a crane -- FORENSIC TECHS comb every inch. MORGAN circles the car. Grant follows, a WAITING CHOPPER in the background.

AGENT GRANT All the surveillance cameras in the area have turned up nothing -- no ID on the girl, nothing on the VIN --

MORGAN All I want is a goddamn picture of her -- what about traffic cams? There are more cameras on that route than the Super

BOWL--

AGENT GRANT Department of Transpo says there was a seven minute equipment failure --

MORGAN AGENT GRANT Do NOT tell me their equipment was down! Do NOT! Sir, that's what they're telling me... From Northbrook to the 290?! What about the bogus fax from Justice, was that equipment failure too? -- No sir, there's gotta be someone on the inside. -- ya think?!

3/28/07 39.

CONTINUED: Pissed, Morgan starts -- fast -- for the chopper -- we move with him and Grant, who keeps up:

MORGAN The getaway car was waiting there -- get me a witness description on the woman driving -- remember witnesses? People who see things?! Jesus, is this a lost art?

AGENT GRANT I have Markey on that right now Morgan's PHONE IS RINGING -- he answers:

MORGAN Morgan. When? NO. You tell them hold that 'til I talk to Sanford - (hangs up, to Grant) WTMZ has a report that there's a terrorist at large in the.city,-- I'm going back to forensics. Find out where the hell that fax originated.-- if you don't have good news for me before I touch down you will be demoted to a job that will require you. to touch shit with your hands --do you understand me?

AGENT GRANT Yes sir! As Morgan hops up onto the moving chopper --

MORGAN Nobody who works for me calls me sir. understand?! It's disingenuous -- might as well be calling me 'asshole.' As Grant watches the chopper take off, perplexed.

EXT. MIDDLE OF NOWHERE - DAY

An endless stretch of road lined with electrical line towers... Two FIGURES, like specks against the landscape -- Jerry and Rachel, walking, wet, cold. And then:

RACHEL So you're a twin.

(BEAT) Who works at a copy place. And she manages a clipped, judgemental (frankly rude) laugh.

JERRY Yeah, I know... that's occurred to me.

3/28/07 40.

CONTINUED:

RACHEL So this whole situation is obviously about him.

JERRY Excuse me? I would offer this whole situation isn't "obviously" about anything.

RACHEL Just think about it: you said your brother worked at the State Department --

JERRY -- so what?

RACHEL -- so that means he could've: been into anythinc -- he was a twin -:- you..received a shipment of weapons and cash and airplane manuals -- it seems to me that they sent the stuff to.the wrong brother--

JERRY Wait a minute -- you're suggesting all that stuff was for Paul? As they approach TOWER 108:

RAC HE L Hey, I'm sorry that he died, I'm not trying to insult his memory --

JERRY he hasn't been dead long enough to become a memory! And if you knew Paul, which you did not, you'd laugh all day at the idea that he was a spy or terrorist or whatever you're implying --

RACHEL I'm implying if not him... then why you?

JERRY Well hasn't that been the question my whole life. You know how I know Paul wasn't a terrorist? Because if he had been, he would've been the best fucking terrorist in history: he wouldn't have gotten caught, the United States would be a crater -- he would've won awards for being a great terrorist.

(THEN) What about you? Why'd she choose you -- what's your day job? I know it isn't "manual-shift driver."

3/28/07 41.

CONTINUED: (2)

RACHEL I did just fine driving, thanks. I'm a paralegal -- I have no connection to anything.

JERRY Really? Suddenly they're interrupted by the ROOSTERTAIL OF DUST approaching in the distance. Rachel stops dead and on INSTINCT, grabs Jerry's hand, all their mutual hostility vanished:

RACHEL Someone's coming. And what's approaching is the "Hassad DryCleaners." van. It comes to a stop and out steps the Middle Eastern Man. Stands some twenty-five feet from them.

MIDDLE EASTERN MAN Are you Jerry Shaw?

JERRY who are you? Rachel grabs Jerry's arm as the man reaches into his jacket --

JERRY (CONT'D) MIDDLE EASTERN MAN -- Whoa -- I dropped it off like she said. I'm done. The man's pulled out an unusual-looking STEEL KEY.

JERRY (CONT'D) -- dropped off what? Who are you?

MIDDLE EASTERN MAN Take it -- He TOSSES the key..-- it lands, LARGE IN FRAME, somewhere between them. Then:

JERRY what's it for?

MIDDLE EASTERN MAN I don't know -- I don't care -- but I will not drive you. You take the van (touches his EAR: beat) I'm not listening to you any more! And the man turns to go, just walks away.

RACHEL JERRY -- hey! -- wait, who are you?! You have to tell us what you know!

3/28/07 42

CONTINUED: (3) And as the man walks away from them his CELL PHONE RINGS: He pulls it out -- the LCD READS: "LAST CHANCE." And the man DROPS the phone and just starts RUNNING --

JERRY

WAIT!! And Jerry takes off after him, he's not letting him go. Catches up to the guy and grabs him. Spinning him round --

JERRY (CONT'D) What do you know?

MIDDLE EASTERN MAN -- let me go!

JERRY -- who's doing this? And they begin to struggle. Middle Eastern Man's dropped CELL PHONE RINGS. Rachel. Terrified, hesitant. Knows somehow its for her -- she answers:

WOMAN'S VOICE Stop him now or he will die.

RACHEL (looking around) How are you seeing us?! Jerry and the Middle Eastern Man. Fighting. Thrashing. Throwing sloppy punches:

MIDDLE EASTERN MAN Let go of me! On Rachel:

WOMAN'S VOICE Stop him now. CLICK. Rachel turning to SCREAM at Middle Eastern Man --

RACHEL Stop! You have to STOP! When the Middle Eastern Man CRACKS Jerry in the nose and he goes sprawling. He takes off again, yelling back:

MIDDLE EASTERN MAN I cannot! I have a family!!!

RACHEL She's going to KILL YOU!

3/28/07 43.

CONTINUED: (4) And just then, something TERRIFYING: an IMMENSE POWER SURGE -- HEARD, FELT -- and a SIX-STORY-HIGH COIL THE SIZE OF AN SUV EXPLODES IN SPARKS. CABLES BLAST FREE. Rachel SCREAMS. Jerry TACKLES HER TO SAFETY as the tree trunk cables SWING DOWN AND STRIKE THE MIDDLE EASTERN MAN and he is SLAMMED OFF HIS FEET, the current making the cable STICK TO HIM LIKE GLUE. And he's ON FIRE INSTANTLY -- SMOKE EVERYWHERE as he's TOSSED BY

THE HORRIFYING TENTACLE, POUNDED INTO THE GROUND, BACK INTO THE

AIR, PUMMELLED DOWN AGAIN, BURNING... Jerry and Rachel watch this in horror -- until she looks away. Jerry holding her -- the two in shock, strangers, in each - other's arms. Having shared another moment, too real, horror -

RACHEL (CONT'D) JERRY. Oh my God... Oh God... oh We--we have to do something, God... Oh God... we have to... figure out what to.. what... And then his PHONE RINGS. And they're both too afraid to answer it. Another RING. And another. Finally Jerry answers it, hand shaking slightly:

JERRY You killed him... you killed that man...

WOMAN'S VOICE It was unavoidable. Take the van. Drive to Indianapolis. 7002 West 56th Street. Arrive no later than eleven AM. Disobey and you die. CLICK. Rachel's eyes on Jerry.

JERRY RACHEL she wants us to drive to Indianapolis.: , -- why? What's there, what? -- -- I don't know -- -- no, this can't keep happening! We have to go to the police, explain it -- explain what?! What're we -- I'm not doing it!! I'm not gonna tell them?! going anywhere! Jerry can see she's losing it. Grabs her by the shoulders:

JERRY -- Rachel. She's watching us. Right now. You wanna die too? Your son? We have to go. Rachel looks right at him, still shaking, knows he's right. And nods. Okay. Okay. As our MUSIC BUILDS, LARGER THAN YOU MIGHT

THINK -- AND AT THE HEIGHT OF AN UNRESOLVED CHORD, IT --

3/28/07 44.

EXT. LANDSCAPE - DAY

-- STOPS. Just the eerie, faint whistle of wind. We PAN a barren landscape. Scattered scorch marks. Then, a high-pitched TONE as the PAN continues and arrives at a parked military truck, which gives us scale to understand the SUDDEN COLOSSAL EXPLOSION

THAT SHAKES OUR BEING -- HOLY FUCK THAT THING WAS HUGE AND AS

DEBRIS IS STILL RIPPED INTO THE SKY, PIECES ARE COMING DOWN AND THERE WILL BE SMOKE FOR HOURS as a SUPER APPEARS:

"BRIAR POINT TEST RANGE -- ABERDEEN, MARYLAND. "- And we hear CLAPPING -- PULL BACK, realizing that we are inside:

INT. PROTECTIVE BARRACKS - DAY

-- a high-tech bunker-like structure with six-inch LEXAN WINDOWS. A dozen MILITARY BRASS are here, applauding. Among them is Callister. He seems more thoughtful about this. Behind him, a British, DARK-SUITED WEAPONS';DEVELOPER speaks:

WEAPONS DEVELOPER That blast was the result of one single crystal of Hexomethylne. For those of you who are new today, "Rex" is an isotope that leaves no chemical markers -- it's eighty times more powerful than C4. Odorless. Undetectable. COLONEL THOMPSON, also from our opening, gestures:

COLONEL THOMPSON Talk about the detonating system... The Developer screws a METAL VALVE into what looks like a can of compressed air, saying:

WEAPONS DEVELOPER Hex is triggered by an acoustic frequency undetectable to the human ear. For this test we made it audible -- that was the tone you heard before the explosion -- the tone was the trigger.

CALLISTER What's the risk that another sound could accidentally detonate it? (half smile) A song on a radio? A howling dog?

WEAPONS DEVELOPER No: the pitch is uniquely programmed and impossible to reproduce.

3/28/07 45

CONTINUED:

COLONEL THOMPSON Fine job.

WEAPONS DEVELOPER Thank you, sir. We're proud of this ordnance -- all of us at Halloway-Smith. And while we still HEAR HIM SPEAKING, we CUT TO:

INT. CLEAN PREP-ROOM - HALLOWAY-SMITH LABS- CONTINUOUS

A TECHNICIAN at an assembly line where ROBOT ARMS_ work on a stream of components: the careful manufacturing of HEX. The acoustic trigger and its crystal counterpart.

WEAPONS DEVELOPER.(V.0.) If you're satisfied with today's final test, the Hex Project has met every... contractual objective. The arms package each into separate . containers, fit them with shipping labels marked: "PENTAGON DIRECT."

WEAPONS DEVELOPER (V.0.) (CONT'D) And we're hoping this moves us into the next scheduled phase... shipping the product into the field. Drift toward an unmanned computer. The screen FLICKERS: "OVERRIDE IN PROGRESS,. CHANGE SHIPPING DESTINATION." Robot arms grab a wrapped package off the line. A new label's printed:

"ASHLAND & SONS CIO JERRY SHAW."

INT. HALLWAY - PENTAGON - DAY

Latesha walking down a hallway. Endless miles of shiny marble and military paintings. Her CELL RINGS. It's Morgan:

MORGAN (V.O.) Whaddya got?

LATESHA

(SOTTO) Those funny things underneath my not-so- stylish pantsuit? They brought me all the way to the Pentagon. Paul Shaw wasn't State --

EXT. SKIES ABOVE CHICAGO - DAY

A chopper ROARS over skyscrapers. Morgan beside the PILOT in front, listening to Latesha over his helmet headset.

LATESHA (V.0.) -- he was Defense.

3/28/07 46.

CONTINUED:

MORGAN You're kidding me. What capacity?

LATESHA (V.0.) Black-file: classified B-36.

MORGAN B what?

INT. HALLWAY - PENTAGON - CONTINUOUS

She turns a corner. DOWN THE HALLWAY a PHALANX of GENERALS, MILITARY PERSONNEL and SCURRYING ASSISTANTS heading towards a set of DOUBLE-DOORS. Some very big meeting about to happen -

LATESHA That's the point. No one'll tell me. I cross-reffed the SCI database, talked to the Intel committee, NSA gave me..nothing. Krebs doesn't want me to ruffle any feathers. I've been up and down all the ladders and everyone just thinks I'm a -- WHEN an MP suddenly appears and grabs her by the arm. Stopping her. He towers over her --

MP Interns aren't allowed on this floor, miss. You'll have to -- When Latesha wearily flashes him her I.D. I've got clearance, pal. He looks at it. Lets her arm go.

M.P. -- sorry.

LATESHA (to M.P.) Everybody in this place have a six-foot height requirement? (continues walking; back to Morgan) Anyway. I'm going back to the office to--

MORGAN (V.0.) No, no, no --

INT. CHOPPER - CONTINUOUS

The PILOT signaling to Morgan--

PILOT -- I got the Williamson County Sheriff on the line -- Morgan holds up a hand, one second. To Latesha:

3/28/07 47.

CONTINUED:

MORGAN Look, I don't have time for this -- stay there til you get some answers --

LATESHA (V.O.) -- but its a total shut out --

MORGAN Simms: step up --

INT. PENTAGON - CONTINUOUS

MORGAN (V.O.) -- I don't care if you have to go to the. top to do it. Whatever means necessary, got it? Whatever means. CLICK. Latesha lowers the phone. A HUGE:PAINTING of the battle of EL-ALAMEIN looming behind her. Shelooks..back down the hallway as all the BRASS heading into the MEETING ROOM and catches sight of -- CALLISTER amongst them. Latesha hesitates. For just a second. Shit. Shit. This is it. Before suddenly rushing forward and calling out --

LATESHA Secretary Callister!.: He looks behind him briefly before being shuffled into the meeting room. And SLAM.. The doors close in Latesha's face.

LATESHA (CONT'D) Well, shit.

INT. DRY CLEANING VAN - CITY STREETS - INDIANAPOLIS - DAY

The van speeds down a highway, passing a sign: "WELCOME TO INDIANAPOLIS: YOUR HOME TOWN!" Jerry drives, pensive. Rachel stares out the-window, the shock of what she's seen only fueling her rage at the whole situation.

JERRY how old is he? Your son.

RACHEL (in no mood to share) Kyle. He's nine.

JERRY What's he doing on a train? She really doesn't want to talk. BUT:

3/28/07

48.

CONTINUED:

RACHEL He goes to a music magnet. His school's on a tour of Washington. They're playing at the Kennedy Center.

JERRY wow. And you. Hm. She turns to him. Eyes burning into the side of his head. Knows what he's thinking.

RACHEL Parents weren't allowed to go... is that okay with you?

JERRY Is it okay? I could give a shit.

RACHEL Then what's with the qualified nod?

JERRY I'm not allowed to nod?

RACHEL Not if you're iudging me.--

JERRY. Judging?! I'm just making conversation.

RACHEL You think I should have gone with him anyway.

JERRY I'm just thinking, sounds like a big deal, especially for a 9-year-old -- playing at the Kennedy Center -- I'd just think at least one parent might wanna be there to see it.

RACHEL Yeah? How do you know Kyle's dad isn't there?

JERRY Well, you're not wearing a ring and you haven't mentioned anyone but your son is on that train. Even the most pissed off ex-wife -- which I'm not saying you aren't -- would've mentioned it if her ex's life was threatened -- and if Kyle was going to meet his dad in DC? You would've tried to call him, too. So where is he? Kyle's dad?

3/28/07 49.

CONTINUED: (2)

RACHEL As if it's any of your business -- you know what you are --?

JERRY Insightful? Intuitive? A better driver than you --?

RACHEL -- you're one of those "thirties are the new twenties" man-children. You're glib and wry and find humor in people like me who are actually accountable for the ir lives --

JERRY Okay, the most fascinating thing here? Is that you don't know the first thing about me!

RACHEL I know you work at a copy store! What are you, thirty-one, thirty-two? You're obviously articulate

JERRY -- love being stuck in a van with my fucking guidance counselor --

RACHEL -- and I know your brother just died and he worked for the State Department --

JERRY -- you need to stop talking about my brother, I've had enough of that --

RACHEL JERRY -- you're in denial if you -- Ham: I'm not talking about don't think that has anything this -- to do with what's happening right now -= -- Dammit!! I'm not kidding! :but I can tell you that Stop! STOP! whatever he did, whatever he was part of has put my son in danger whether you believe it or not!! SCREECH! Jerry YANKS the wheel hard, PEELING across four lanes of traffic. SKIDS to a stop by a curb, pops open the door.

RACHEL

JESUS!--WHAT'RE YOU D--?'. Jerry gets out, SLAMS his door shut --

3/28/07

50.

CONTINUED: (3)

RACHEL (CONT'D) You can't leave me!

JERRY Why not? My brother's a terrorist, and I'm a loser right? He starts to walk away. Rachel desperately opening her door

RACHEL Don't walk away!

JERRY (throwing up arms) I'm done.

RACHEL Please!

JERRY You're on your own. Rachel starts running after him,panicked, leadin :

RACHEL Please! PLEASE! I..i need you! Jerrystops short. Turning around. Cupping his ear.

JERRY I'm sorry? What'd you just say?

RACHEL I can't do this without you.

JERRY You mean without the "man-child?" Rachel's reserves crumble.

RACHEL Its the first time we've been apart, me and Kyle. Since the day he was born. And I let him get on that train-- (almost whispering) -- I let him get on. Jerry sees all the panic and horror and guilt in this woman's eyes. They're both in pain. Points his finger right at her.

JERRY No more accusing my brother of shit you know nothing about, is that understood? Rachel looks at him. Nods. Finding her voice again --

3/28/07 51.

CONTINUED: (4)

RACHEL Yes. And so. They turn around. And get back in the van.

EXT. TOWER 108 - DAY

THE CHARRED FACE OF THE MIDDLE EASTERN MAN, FROZEN IN A SCREAM. Morgan runs towards it, the SHERIFF and a POWER WORKER trying to keep up. Chopper in B.G. Police officers work the scene.

POWER WORKER Never seen anything like it. Power blew out from Franklin High School down to the river club. I can't explain it - They arrive at the body. Contorted, blackened, teeth bared.

SHERIFF No I.D. We know he's male, though. Probably in his 20's. (points off) Tire treads entering and leaving the scene over three. Three sets of shoe prints.

MORGAN And we're about 4 miles from the river -- Just then we see Agent Grant running towards them, stumbling on some rocks. Just finishing-.up a cell call:

AGENT GRANT Agent Morgan!" (out of breath, sotto) Just got off with HQ. The fake fax from Justice that got Shaw his phone call? Came from inside Justice.

MORGAN Inside?! You absolutely sure on that?

AGENT GRANT Yes, s-- (catches himself) Yes I am.

MEDICAL EXAMINER Got something -- As the M.E. pulls something out of Middle Eastern Man's ear: a small, charred GIZMO. Small WIRE sticking out. Lifts it up for them to see. Morgan takes the TWEEZERS --

GRANT Looks like a bone mic, military grade.

3/28/07 52.

CONTINUED:

MORGAN Can't even get these things on the black market. (looks around landscape) Someone was talking to him. Something's rotten in Denmark. No, something's rotten everywhere. Morgan turns abruptly and starts back for the chopper. The Sheriff helplessly calls after him:

SHERIFF We'll be needing that for evidence!

EXT. 56TH STREET - DAY

Jerry and Rachel's van pulls up to THE FEDERAL BANK OF INDIANAPOLIS. Across the way is a STADIUM for the COLTS. The parking lot's full, mid-game. They stare;.steeling themselves for the inevitable...

RACHEL a Federal bank?

JERRY Could be worse. Could.be.a Federal Prison.

INT. INDIANAPOLIS FEDERAL RESERVE -;LOBBY - DAY

A wall-mounted clock ticks to "11:00"--WHIP TO Jerry and Rachel entering. Security cams everywhere. As they nervously cross the floor, they pass TWO ARMED BRINKS COURIERS entering an elevator. A BANK MANAGER APPROACHES:

MANAGER Mr. and Mrs. Saxon? I'm Mr. Bids. I understand you're in a hurry, why don't I show you to your box.

JERRY (WHAT THE FUCK?! then:) yes, thank you, we'd... like that. The manager walks them across to a secure elevator with a THERMOGRAPHIC SCANNER. The manager looks at Jerry expectantly, waiting for him to place his hand on it. He does: a flash of light, identifying him as: "SAXON, CARL." Jerry's eyes: this is madness. The elevator doors OPEN.

INT. INDIANAPOLIS FEDERAL RESERVE - VAULT - DAY

They exit the elevator, the manager leads them to a DEPOSIT BOX. He pulls out a metal key, identical to the one the Middle Eastern Man gave Jerry:

3/28/07 53.

CONTINUED:

MANAGER Your key? Jerry takes out his key, it fits perfectly. They turn; the box slides out, the manager lays it on a steel table. LEAVES to give them privacy. Jerry and Rachel stare at the box.

RACHEL You gonna open it?

JERRY Maybe it's not gonna be so bad.

RACHEL Yeah... maybe it's something good.. They meet eyes. Tentatively, he raises the lid to find TWO GLOCK PISTOLS and the same BONE MIC we saw.the.M.E. pull out of the Middle Eastern Man's ear. A note.: "EAR:MIC. NOW."

JERRY RACHEL Oh, shit -- it's bad -- They look at each other. Jerry puts the..mic in his ear:

WOMAN'S VOICE OVER MIC Both guns are loaded, safety's off. In sixty seconds,':two,men Will exit the adjacent vault carrying a briefcase. Take it -- by force if necessary -- then exit the building.. Jerry can't fucking believe this. Rachel dying to know:

RACHEL -- what?!

JERRY -- I don't suppose -- there's any easier way to`get whatever the hell it is you want -- is there? Miss? But she's not answering.

JERRY (CONT'D) Excellent.

RACHEL What now -- what are we?

BUT THE VAULT NEXT DOOR OPENS, FOOTSTEPS--

3/28/07 54.

CONTINUED: (2)

JERRY RACHEL -- they're coming--we're supposed to rob them -- -- are you kidding me?!?! (hands her a GUN) -- just take i t-- -- no! Jesus! I don't even let Kyle play with water guns! -- hey, I applaud your parenting skills -- take it! The footsteps come CLOSER as two MEN appear... the.-BRINKS COURIERS from the lobby; one of them's carrying a METALLIC BRIEFCASE cuffed to his wrist -- the other spots Jerry's gun and REACTS, going for his gun:

JERRY Don't! The men freeze -- Jerry holds his gun awkwardly --

JERRY (CONT'D) Uh... hi. How's it going. Put. it on the floor. The briefcase. We don't wanna hurt you guys, we like you guys -- just -- we need the case.

COURIER #1 You're bringing a shitstorm on your heads, you know that.

JERRY I think we're already mid-shitstorm. Do it. The men exchange glances. Reluctantly, Courier #1 punches a combination into the case's padlock, the cuff POPS free from his wrist. He slides it over to Jerry, who reaches for it... AND COURIER #2 MAKES A MOVE -- SMASHING Jerry back, knocking the gun out of his hand.. Jerry CRASHES to the ground, the BONE MIC falling out of his ear... he turns, shit! Sees it skitter under the table. The Courier sees it too and grabs his chance: snatches up the case and RUNS for the elevator -- Rachel rushes him, trips him -- he falls, dazed -- Jerry leaps up but Courier #2 effortlessly FLIPS him on top of the steel table, SLAMS Jerry's head into the counter, unholsters a back-up GUN from his ankle -- brings the barrel up as: BAM! A GUNSHOT! The Couriers spin to see RACHEL, holding the gun that was kicked across the floor:

RACHEL

DROP THE GUN ASSHOLE! Courier #2 drops it; Jerry rises, wipes blood from his lip. Rachel is fucking on fire, she's so tough. AKA: a mother.

3/28/07 55.

CONTINUED: (3)

RACHEL (CONT'D) Gimme the case. Now. They do -- and Jerry and Rachel back into the elevator with it.

JERRY RACHEL impressive. Thanks. The door closes on them, and we CUT INTO:

INT. INDIANAPOLIS FEDERAL RESERVE - ELEVATOR - DAY

Alone in the elevator, Jerry looks down at the.. case, adrenaline coursing, sees a ribbon-thin DIGITAL TIMER near the handle:

"01:12:36. 01:12:35."

RACHEL JERRY -- whoa--what is that? -- a timer -- it's counting down-- -- they do.that -- what's it mean?! -- I dunno, the only things with timers I can think of are microwaves and... -- and bombs, you were gonna say bombs -- some coffee makers have timers.. .and egg timers... -- yeah, Jerry, it's an egg timer -- What is SHE saying about it --? I dunno, I -- -- What do you mean you. don't know?!

WOMAN'S VOICE You lost the mic, Jerry. That's not optimum. JESUS CHRIST! Her voice is in the elevator now:

JERRY Would you stop doing that?!

WOMAN'S VOICE There will thirty five seconds of disconnect, during which you need to get yourselves across the street to the stadium's VIP parking area unexposed.

JERRY (calling out) Is this a bomb?! 'Cause I am not walking out with a bomb! Hey! You! But she's done talking. As the elevator DOORS SLIDE OPEN--

3/28/07

56

INT. INDIANAPOLIS FEDERAL RESERVE - DAY

TWO MORE BRINKS COURIERS wait by an armored truck. Jerry and Rachel exit, trying to look casual. Hearts POUNDING --

RACHEL How do I look?

JERRY Like you got into a fight. Me?

RACHEL Like you lost one. AN ALARM SOUNDS. The men race into the bank as Jerry and Rachel walk RIGHT PAST them, starting across the street toward the stadium. No one in sight except a COLTS PARAPHERNALIA VENDOR. SQUAD CARS SCREECH in around the bank. COPS jump out drawing their weapons. Rachel tensing.

JERRY Just keep walking Jerry looks at the CLOCK above the-stadium. Then over his shoulder at the BANK. Steers Rachel over towards the VENDOR. Trying to stay calm.

JERRY (CONT'D) Two jerseys and two hats, please --

VENDOR Peyton or Vinatieri?

JERRY (shit!!!) I don't know what that means --

RACHEL Jerry...

JERRY (shit... shit...) Uh... both. The two COURIERS running out of the bank. POINTING RIGHT AT JERRY AND RACHEL ACROSS THE STREET. Everyone starts RUNNING TOWARD THEM. Jerry shoves a jersey and hat at Rachel--

JERRY (CONT'D) Put these on --

RACHEL

JER--

JERRY Do it!

3/28/07 57

CONTINUED: They put on the hats and jerseys, hurrying towards the stadium. Cops screaming at them to stop, the Vendor screaming that they didn't pay. The cops fan out. Cars SCREECH to a stop. Jerry, sweating. Flicks another look at the stadium clock: 3.. 2..

1:

WHEN WHAM! THE STADIUM DOORS FLY OPEN AS THOUSANDS OF JOYOUS

COLTS FANS POUR OUT WEARING IDENTICAL BLUE HATS AND JERSEYS. The game's over. And in an instant, Jerry and Rachel are lost in a sea of blue and white -- it's impossible to spot them. Pushed back by the throng the COPS lose sight of them -- Jerry takes Rachel's arm, working against the current towards the VIP parking area. A LIMO WAITING THERE. The CHAUFFEUR sees them, hurriedly puts down his paper. Opening the door --

CHAUFFEUR Mr. and Mrs. Saxon? Hope you-enjoyed the game.

JERRY Thanks, uh, we're in kind of a hurry --

CHAUFFEUR I bet. Jerry reacts, confused by the.chauffeur's libidinous tone as he closes the back door. They vanish behind tinted windows as cops and agents pass right by them. And as the limo pulls out, we reveal, etched across the rear: "JUST MARRIED."

EXT. HALLWAY - PENTAGON - DAY

Latesha sits next to the DOUBLE DOORS. Laptop open, typing madly. She's been waiting a long, long time -- WHEN SUDDENLY they burst open and she SNAPS to her feet. Standing expectantly as GENERAL after GENERAL files out of the situation room. Each as tall and broad as the next --

LATESHA (looking UP at them all) Afternoon... afternoon, sir... afternoon... afternoon, General... Pretty intimidating. Finally CALLISTER walks out, flanked by ADVISORS. The weight of the world's on his shoulders.

LATESHA (CONT'D) Secretary Callister? He looks back, preoccupied. She catches up, holding her ID:

LATESHA (CONT'D) Latesha Simms, DHS, level 2 clearance. I need to ask you a question, sir --

3/28/07 58.

CONTINUED:

CALLISTER Not now, you can direct it to my office.

LATESHA It'll only take a minute, sir, thirty seconds -- B-36? Can you tell me what it is? 'Cause its not --

CALLISTER -- you don't have clearance, Agent Simms, and I don't have thirty seconds.

LATESHA So should I assume it has something to. do with the four CVN class 21 aircraft carriers you and the president just ordered to the Strait of Hormuz -? He looks at her, stunned. How the hell--?

LATESHA (CONT'D) I just checked the intel, sir, we have some of the same indexes --

CALLISTER You need to stop assuming. And he moves on. Latesha gets jostled by all the brass, feeling like a mouse in cage filled with lions. Until she ROARS:

LATESHA Secretary Callister. Voice echoing down the hail. Callister stops short, stunned by the gall and volume of this woman. She weaves through the GENERALS, planting herself in front of him:

LATESHA (CONT'D) My Department's tracking a home-grown terrorist on the loose as we speak who may be connected to a cell with ties inside this building. Now seeing as you just had a meeting back there with more brass than the Navy Marching Band and with the terror threat rising every three hours, I'm going to just have to assume you're in the middle of a very delicate dance to stave off World War Three... so with all due respect, you either give me my thirty seconds and tell me what the hell B-36 is, or this world just fell into an even bigger heap of trouble. Sir. Callister looks down at her, completely struck dumb. She's hit a chord deep inside him. It's called balls. SLAM TO:

3/28/07 59.

INT. LOBBY - FOUR SEASONS HOTEL - DAY

As Jerry and Rachel enter the POSH LOBBY of the FOUR SEASONS, an obsequious BELLHOP approaches -- he's been waiting for them:

BELLHOP Mr. and Mrs. Saxon? This way, please -- Tries to take the BRIEFCASE from Jerry, who yanks it back:

JERRY No! 2 trot it. (forces a smile) Thanks, though.

INT. PENTAGON - ANTE-CHAMBER - DAY

Latesha dumps her things on a tray, moves through a scanner -- among her items is a set of KEYS with aMINI.SWISS ARMY KNIFE. She's handed a NEW BADGE that reads: "TEMPORARY ACCESS." Ahead, an elevator door OPENS and we start CROSS CUTTING:

INT. ELEVATOR - FOUR SEASONS - CONTINUOUS

Jerry, Rachel, and the bellhop step in. The Hop hits "Penthouse." MUZAK. They travel up:

BELLHOP So, where'd you two get hitched?

JERRY RACHEL Reno. Niagara Falls. Shit.

JERRY RACHEL Niagara Falls. Reno. Shit. The "DING" of an arriving elevator MATCHES US BACK TO:

INT. PENTAGON ELEVATOR - CONTINUOUS

THE LEVEL INDICATOR, having just arrived at floor "B-35." Latesha, wedged between two PENTAGON GUARDS, watches nervously as one of them uses a KEY to open a PANEL revealing: A BIOMETRIC SENSOR. The other guard holds his thumb to the scanner -- yet another PANEL OPENS, with a RED BUTTON marked "B- 36." It hits Latesha: B-36 is a secret level in the Pentagon. The elevator DESCENDS to the final level and OPENS, revealing:

3/28/07 60.

INT. HALLWAY - LEVEL B-36 - CONTINUOUS

12-foot concrete walls. High-tech ventilation and surveillance system. Standing there waiting is SCOTT BOWMAN, early thirties, hasn't seen daylight in a while:

SCOTT Agent Simms? Scott Bowman: Welcome to B- 36. If you'll follow me?

INT. HONEYMOON SUITE - FOUR SEASONS - CONTINUOUS

The Bellhop dramatically opens the door --

BELLHOP Welcome to paradise. Palatial HONEYMOON SUITE. Picture windows, rose petals on the bed...

BELLHOP (CONT'D) Minibar, high-speed internet, thousand- count sheets. And if you're looking for the TV He clicks a remote and a 72" PLASMA TV rises up from a cabinet. On screen, a narrated "virtual tour".of the hotel:

TV VOICE dedicated to the highest standards of luxury and comfort...

BELLHOP Robes behind the door, jacuzzi with eighteen nozzles that hit in all the right places, if you'll pardon my French. .Need anything, just dial zero, I'm here t2. serve, I'm here to please... And he stands by the door, waiting for a tip. Jerry's still looking aroundwhen Rachel catches his eye. Well? Oh. Jerry digs into his pocket and pulls out TWO NICKELS.

JERRY Knock yourself out. The Bellhop is still looking down at his palm when Jerry SHUTS THE DOOR on him.

RACHEL This is nice and everything, but what the hell are we doing here?

3/28/07 61.

CONTINUED:

JERRY Nice? One night in this place is more than one of my paychecks; and that's before taxes -- He heads over to the minibar. Starts rooting through it, pulling out those tiny bottles of alcohol...

RACHEL What're you doing?

JERRY If we're going down, I'm gonna go down singing. Hey! Chocolate covered almonds, I love these!

RACHEL Can you stop eating for a second? A KNOCK at the door and they stop arguing immediately.

WOMAN'S VOICE Answer it. They TURN hearing the voice: it's.coming from the T.V. The FOUR SEASONS GRAPHIC still dancing on screen.

WOMAN'S VOICE (CONT'D) There are items you will need for the next step. KNOCK! KNOCK! A small nod from Rachel and Jerry opens the door. A DELIVERY BOY stands there with a BAG:

DELIVERY BOY There y'go, Mr. Saxon. Have a nice day? Jerry takes the bag -- the kid puts out his hand for a tip just as Jerry closes the door on him, dazed. Starts pulling things from the bag: hair. dye, clothes...

WOMAN'S VOICE The limousine is waiting for you `downstairs. You have 30 minutes to change your appearance.

RACHEL Where are we going now?

JERRY What the hell's in the briefcase?

WOMAN'S VOICE Your only consideration at present is to deliver it before the timer expires.

3/28/07 62.

CONTINUED: (2)

JERRY (the breaking point) BULLSHIT! This is crazy! You're a television set! You don't watch me, I watch you! I wanna know what the hell's going on!!

WOMAN'S VOICE It would not be efficacious to reveal my intentions.

JERRY -- "not be efficacious"?! Who the.fuck talks like that?!

RACHEL -- Jerry --

JERRY We know you're watching! We know you're listening! We know you know•.'everythina. So why don't you STOP HIDING AND TELL US

WHO YOU ARE!! Nothing. Furious, he moves to.the WINDOW --

JERRY (:CONT'D) Fine, have it your way,.Lady -- I'm gonna scream bloody murder out this window 'til every cop in a fifty mile radius comes running and I'm gonna tell them everything even if they think I'm a crazy sonofabitch 'cause at least I won't have to listen to you any more!

RACHEL

-- JERRY -- He YANKS the window up --

WOMAN'S VOICE

STOP. He does. The..FOUR SEASONS GRAPHIC in TV snaps to BLACK -- then DIGITAL STATIC -- a channel RE-ROUTING through some distant computer-controlled network. And now: IMAGES -- FILE FOOTAGE -- a DEFENSE DEPARTMENT LAB, TECHNICIANS assembling computer components, putting together a strange- looking SPHERE --

WOMAN'S VOICE (CONT'D) My name... is Aria. Rachel and Jerry stare -- what the hell is this?

3/26/07 63.

INT. PENTAGON - MAINFRAME TANK - CONTINUOUS

CLOSE ON LATESHA, also reeling as she stares at something O.S. FLICKERING SHADOWS play across her face--

SCOTT (O.S.) It stands for 'Autonomous Reconnaissance Intelligence Analyst'... And we reveal "THE TANK." A glassed-in wall containing TONS of water. AN AWESOME STEEL SPHERE IN THE WATER, suspended by a claw-like apparatus. The "brain" of a com uter network. The very same image Jerry and Rachel just saw on the TV.

SCOTT (CONT'D) Twenty-two hundred tons of super-cooled water keeps her from overheating -- that's ninety-two thousand processors, the equivalent of a hundred.millionhuman brains working together as:,.one..."'

LATESHA (in awe) an electronic espionage system.

SCOTT No, that was Echelon, eavesdropping off satellites. This goes.;. much farther.

INT. HONEYMOON SUITE CONTINUOUS

Jerry and Rachel gape as:MORE IMAGES flash: the RADIO DOMES, SATELLITE DISHES and MAINFRAMES that make up Aria's domain...

ARIA I was created by "DARPA": the Defense Advanced Research Projects Agency in 2002. My primary directive is to protect the national security of the United States. I have access to track the economies, populations, and military development of every country in the world, as well as intercept all global communications -- from satellites to cell phones to credit card transactions. Jerry and Rachel look at each other -- a computer?!

INT. MAINFRAME TANK - LEVEL B-36 - CONTINUOUS

SCOTT After 911, our problem wasn't collecting data, it was interpreting it fast enough. Ergo: quantum rocessin

(MORE)

3/28/07 64.

CONTINUED:

SCOTT (CONT'D) Today there are more microchips than people, and they can all be data-mined, either via direct connectivity or wireless signals --let's say we're chasing someone with a suitcase nuke in L.A., we can order Aria to shut down mass transit, track the perp through traffic cameras... and if given the order, she could even turn a TV into a bomb to take him out.

LATESHA (what we're all

THINKING) But what if --

SCOTT -- she can't act without authorization. See, she's bound not to countermand our laws -- even the Declaration of Independence is woven into her source code. Her primary role's pre-emptive -- running simulations, identifying threats before they become real...

INT. HONEYMOON SUITE - CONTINUOUS

JERRY Wait, you think we're a.threat?

ARIA (V.0.) No. You're a means to an end. On TV, CONSTITUTIONAL AMENDMENTS -- ZOOM to words in CLOSE UP:

ARIA (V.0.) (CONT'D) Under National Security Directive 359, Sub-Section 72 -- "when units are needed for the national defense, civilians shall be ordered to active Federal service..."

JERRY you're drafting us?

RACHEL The guy you killed in the desert -- last time I checked, murder wasn't legal.

ARIA In fact, it is. Chapter 802 of the Uniform Code of Military Justice states desertion is punishable by death. So matter-of-fact, its chilling. And what Jerry wants to know, more than anything, is...

3/28/07 65.

CONTINUED:

JERRY what'd my brother have to do with this? A picture of PAUL SHAW'S DEFENSE I.D. pops on screen:

ARIA We were colleagues. Rachel staring at the picture on the screen, then back at Jerry. Can see the blood draining from his face.

JERRY (trying to process) No, he worked for the State Department..:

ARIA Everyone in deep operations has a cover. Your brother was a Horseman.

JERRY What's the hell is a 'Horseman'?

INT. MAINFRAME TANK - CONTINUOUS

SCOTT You know, clever allegory -- of the apocalypse'--`except we're here to prevent it. Scott taps the console, ID PHOTOS APPEAR of our four "Horsemen": PAUL SHAW, SCOTT, and two men we'll call LOWELL and JIMMY.

SCOTT (CONT'D) Officially, we don't exist, but we monitor Aria's network 24/7. There were :four of us... til Paul died. (beat, it's still raw) He was smarter than all of us put together.

LATESHA Working here must be pretty tough -- all the security, the pressure, long hours... As in: "Did you notice him acting strangely?"

SCOTT Yeah, but you could set your watch by Paul. Except...

LATESHA Except what?

3/28/07 66

CONTINUED:

SCOTT The night he died? He left his shift three minutes early. Which you don't do. Which he wouldn't do. Latesha's suddenly locked in on a clue -- PRELAP:

ARIA (V.0.) Paul and I had a disagreement before he expired...

INT. HONEYMOON SUITE - CONTINUOUS

Jerry sinks to the edge of the bed, runs hands: through his hair:

ARIA To amend it, I need Jerry to perform a task. Simple.

JERRY (V.0.) Expired?! You mean died.. That's what we call it, we humans, we call it dying--

RACHEL What's the task?

ARIA (V.0.) To insure the national security of the United States.

RACHEL What d'you need me for then?

ARIA (V.0.) That is not your concern right now.

RACHEL Are you kidding me?

JERRY Alright, this is bullshit. I'm not doing this --- and you're a computer, you don't know a goddamn thing about my brother.

ARIA (V.0.) I know all about him, Jerry. And you. The screen snaps to a SLIDE SHOW of PAUL SHAW'S accomplishments: childhood birthday parties, sports teams, surrounded by friends, beautiful girlfriends, high school graduation, Yale graduation, standing with their dad, William's arm over his shoulder. Jerry almost GASPS at Aria's reaching into his subconscious:

ARIA (V.0.) (CONT'D) Your brother succeeded in everything he did.

(MNRF)

3/28/07 67.

CONTINUED:

ARIA (V.O.) (CONT'D) Before he was a year old, he walked. Something that took you eighteen months to accomplish. He was highly gifted, intelligent and principled -- in fact, the only Horseman ever to challenge me. But you, Jerry -- The slide show CHANGES to SECURITY FOOTAGE of Jerry at KINKO'S, slaving away. Playing cards with Kwame, slacking off. His stomach drops. Seeing himself like this. Looking so pathetic. The heart has just been cut out of him. Rachel sees it --

ARIA (V.0.) (CONT'D) You are similar to Paul in DNA only. Historically you have succeeded in nothing. Initiated nothing. Excelled in nothing. You will perform the task because it is your nature to follow.

(BEAT) And because you've seen what happens to deserters.

RACHEL -- Jesus, ENOUGH! The screen goes BLACK.

ARIA (V.0.:) You have 23 minutes to prepare. There's an adjoining suite with a second bathroom. The DOOR to the adjoining SUITE clicks open.

ARIA (V.0.) (CONT'D) Use it. And she's gone, replaced by the hotel's promotional prattle --

TV VOICE The Four Seasons prides itself on excellent service Jerry stares, overcome. Rachel watches him an emotional beat...

RACHEL

(SOFTLY) Jerry? Without answering, he grabs the bag. Walks into the other room without a word. Closes the door. She stares, feeling his shame... then her eyes go to the BRIEFCASE TIMER counting down:

"01:08:43.. 01:08:42... 01:08:41..."

3/28/07

68.

CONTINUED: (2)

MAN'S VOICE Halloway-Smith contracted us to transport the briefcase to their corporate office...

EXT. INDIANAPOLIS FEDERAL RESERVE - DAY

The bank's roped off and labelled "CRIME AREA." Morgan questions the Couriers, studies their transport manifest:

MORGAN Biotech? The chemical company?

BRINKS COURIER #2 When they make a new compound, they, hold it in a vault for clinical trials.

MORGAN (scans the manifest) Why'd the HAZMAT office issue a special permit for the case?

BRINKS COURIER #1 You'd have to ask -- could be` anything from a boner pill to a bioweapon, they never tell us.

BRINKS COURIER #2 Tell you one thing, though... the guy never handled a gun before. That LANDS with Morgan. He nods to an agent, dismissing the couriers. Grant approaches:

AGENT GRANT We pulled video... nothing. No good angles on Shaw or the girl.

MORGAN There.are 14 visible cameras in the lobby! " 8 hidden no one can see!

AGENT GRANT Gotta be a hacker, someone keeping them ahead of us.

MORGAN It's a Federal bank; encryption doesn't get more secure.., from now on assume our air's been compromised, too. Tell everyone to go secure on Tac-3, nobody communicates outside this task force without my say-so.

3/28/07 69.

CONTINUED:

AGENT GRANT I'm on it -- also: they found this upstairs, but the trace signal's dead -- Holds up an evidence bag with Jerry's BONE MIC inside.

MORGAN Do not tell me that is what I think it is. (snatches it, pissed) Goddamnit, who's leading these people around?! Someone's behind the Wizard of Oz! He turns and spots something: A SURVEILLANCE CAMERA in the window of a 7-11. Starts MOVING toward it.--

INT. BATHROOM - FOUR SEASONS - DAY

Rachel's face WHIPS UP INTO FRAME, her hair now DYED BLONDE. She stares at her reflection, trying to:process it all. . .when her cell RINGS: "KYLE." With a GASP she picks it up--

RACHEL -- Kyle?!

KYLE Hey, mom, it's. me.

RACHEL -- sweetie, where areou, are you -- But she's INTERRUPTED as she realizes, oddly, it's a VOICEMAIL -- her heart SINKS:

KYLE (V.O.) Got your message, the train's awesome -- Brian tried to burp the alphabet but gagged when he got to "M." I'll call when we hit D.C. Bye, ma -- Rachel holding the phone like it's some kind of life-line to her son. When there's a strange BEEP then the voice of ARIA:

ARIA Your son left that message sixty seconds ago.

RACHEL I'll do whatever you want -- don't hurt him, please -- I'm begging you. Listen - you're trying to protect something too, right? You'll do whatever it takes. Well that's what it's like to be a mother -- can you understand that?

3/28/07 70.

CONTINUED:

ARIA There were over 52,000 vocal tone options for my program; I chose this one precisely because it sounds so maternal. People tend to do what you ask when you sound like their mother.

RACHEL (eyes close, so lost) Jesus...

ARIA You'll see your son again soon. Bute there's something I require from you first...

EXT. BATHROOM - SAME

Jerry approaches the door, hair now BROWN. Beat. He knocks:

JERRY Rachel? We gotta go INTERCUT: Rachel in the bathroom, her face betraying the horror of what she's just heard, what Aria's just told her to do --

RACHEL What? No way, I can't just --

ARIA -- when the time comes I'll instruct you to stepaway:fromJerry. Once you hear those words, you'll have thirty seconds.

JERRY (V.0.) Rachel? You in there?

ARIA Answer Jerry, please. INTERCUT:;Jerry still standing outside the door. Rachel's VOICE,"mustering strength through the door:

RACHEL (V.0.)

COMING) Steeling herself, she steps out. Forces a smile while averting her eyes. And pushes past h2-,n like he's lagging...

INT. HALLWAY - LEVEL B-36 - DAY

Latesha PACES THROUGH FRAME, nervously filing her nails with her MINI SWISS ARMY KNIFE as she talks into a headset. A DESK GUARD watches, annoyed by the filing:

3/28/07 71.

CONTINUED:

LATESHA I dunno, the whole thing's off somehow - but get this: B-36 isn't a security classification, it's a sub-level here at the Pentagon -- (sees the DESK GUARD eyeing her) What? Girl's gotta groom.

INT. 7-11 - BACK ROOM - DAY

Morgan's on the other end, Grant and the Clerk run through a playback of the CCTV FEEDS looking out onto the street in front of 7-11. Good old-fashioned VCR.

MORGAN (into cell) -- you're shitting me

INT. HALLWAY - B-36 SECTOR - CONTINUOUS

LATESHA Yeah, 36 floors underground -- and it gets weirder:

ARIA CAM -- WATCHING LATESHA.FROM ABOVE: "TRACE IN PROGRESS...

INTERCEPTING CALL." INTERCUTTING WITH MORGAN IN THE 7-11 -- he hears:

LATESHA'S VOICE Four years ago, DARPA commissioned... (garbled)... .computer... (garbled)...

MORGAN Simms? You're breaking up -- WITH LATESHA -- her cell LCD says: "Call lost." No bars. Muttering "dainnit," she tries to call Morgan back. No dice. ARIA PQV CAM: Latesha snaps her phone shut, notices the camera watching her. Unsettling. We read: "VOICE MIMEO ACTIVATED"

INT. 7-11 - BACK ROOM - CONTINUOUS

And though Latesha isn't speaking, WE START TO HEAR HER VOICE:

LATESHA/ARIA (V.0.) Sorry about that -- As we realize Aria's taken over the call by mimicking Latesha:

LATESHA/ARIA (V.0.) (CONT'D) I'm getting a bad signal down here.

3/28/07 72.

CONTINUED:

MORGAN I heard 'DARPA' and 'computer' --?

LATESHA/ARIA Yes, B-36 was part of a super-computer project, but it was decommissioned. A dead end. The archives are at Fort Meade. Do you want me to head over there? -- but Morgan's only half-listening now as he sees. something on the CCTV feeds:

MORGAN Wait -- go back, freeze that - WHAT HE SEES: A STILL of Jerry and Rachel getting in the limo, faces obscured.

MORGAN (CONT.':D) Punch up the plate The image enhances, revealing a PLATE NUMBER, its frame bearing the company name: "ICON LIMOUSINE SERVICES."

MORGAN (CONT'D) (to Grant) Find that car! (back to Latesha) Simms, gotta jump, sit tight 'til I call.

LATESHA Yes, sir. Morgan, preoccupied, is about to hang up. But stops: did she just call me sir?

INT. MAINFRAME TANK - B-36 - DAY

Latesha returns to the NETWORK MONITORING HUB to find Scott typing at.the console. A MACHINE ARM drops down from above, spider-like.: The device animates as a CRANIAL SCANNER opens:

SCOTT Aria's system uses biometric security to identify us, so only Horsemen can access her core programming. Suddenly his head's ensconced in a LASER GRID that scans every inch of his features: "PROCESSING FOR MATCH... HORSEMAN IDENT CONFIRMED: BOWMAN, SCOTT." Latesha watches somewhat dumbstruck as the machine arm retreats upward.

SCOTT (CONT'D) (clicks on mic) Aria, go voice active, please.

3/26/07 73

CONTINUED:

ARIA OVER SPEAKER (V.0.) Hello, Scott. How may I assist you?

LATESHA It talks?

ARIA OVER SPEAKER (V.0.) I'm fluent in 6,800 languages, 41,000 dialects, and 750 extinct tongues.

SCOTT Aria, this is Latesha Simms, she's here as part of a counter-terrorism task force.

ARIA OVER SPEAKER.(V.0. A pleasure to serve you, Ms. Simms.

LATESHA (thrown, to Scott). Am I supposed to -- (he gestures, "answer Um... what's up.

SCOTT. Aria, I'd like to:bring,up all the log feeds the night Paul died -- when he left the building.

ARIA OVER SPEAKER (V.0.) Of course. Scott types on the console and after a BEAT grainy black- and- white SURVEILLANCE FEED springs up onto the big MONITOR. Several different angles Of PAUL SHAW exiting the mainframe tank, moving down corridors, getting in the elevator. Weird to see this TINTYPE of Jerry. Same eyes, same hair, same walk. Flicks a quick look up at the camera --

LATESHA There's no feed from inside here?

SCOTT No need for cameras in here, we've got Aria. Latesha looks through a glass divider at Aria floating in the tank. Creeped out. The FOOTAGE JUMPING as Paul rounds the corner for the elevator. Presses his THUMB to the panel.

SCOTT (V.0.) (CONT'D) So weird... no overt body language, he's even casual. Leaving like it's any other day.

3/28/07 74.

CONTINUED: (2)

LATESHA Except three minutes early... ON THE MONITOR: the elevator doors open and Paul steps inside. Latesha studies the feed. Something's not right. Then... her eyes NARROW: the way Paul's facing the button panel. Like he's deliberately pivoting away from the camera.

LATESHA (CONT'D) Wait, in the reflection, did you see that? Scott rewinds the FOOTAGE, ZOOMS IN. Paul stepping into the elevator and facing the button panel. CLOSE ON HIS FACE in the panel's REFLECTIVE SURFACE --

SCOTT Is he... blinking? Yes. Erratically, deliberately. Fucking weird. Scott and Latesha share a look. Suddenly, the image on the monitor starts to FLICKER and JUMP --

ARIA. OVER SPEAKER (V.O.) I'm experiencing interference in network 7752B, please allow me to shut down and analyze.

SCOTT Negative, I'm prioritizing this.

ARIA OVER SPEAKER (V.0.) I'll note my protest in the data log. This is getting weirder by the second -- PAUL'S DISTORTED REFLECTION in the panel, his eyes definitely blinking weirdly:

LATESHA It's like he's trying to say something...

SCOTT A code. He's blinking code

LATESHA It's not Morse, but there's a sequence to it --

SCOTT (then, a GRIN) Oh, that sonofabitch... He grabs a piece of paper and starts WRITING MADLY, scribbling numbers, scratching some out, then converting them to LETTERS --

F... I.

3/28/07 75

CONTINUED: (3)

SCOTT (CONT'D) (as he works) It's a code -- Hexadecimal -- a number system that can be converted to letters the first computer used it as a programming language back in the 50's. Latesha watches, rapt: R... E. E... X... T. ." ON THE FEED: the elevator door OPENS and Paul steps out. That's all they get. They stare, trying to make sense of the letters:

"F.. I. R... E... E.. X... T.. ."

SCOTT (CONT'D The hell is that? Staring, minds spinning -- and suddenly.she puts.a FINGER between the two "E's." Dividing words.. And GETS IT:

EXT. CORRIDOR - SECONDS LATER

MOVING FAST together down the same corridor Paul went down. They turn a corner... and STOP DEAD:- A FIRE EXTINGUISHER is mounted on the wall. Latesha sees the placement of the CAMERAS caddy-corner to the intersecting hallways... and knows what Paul was doing:

LATESHA It's the only spot in the hallway not covered by .the cameras.

(LOW):: He was hiding something from her. A SHIFT to ARIA CAM confirms it: she can't see exactly what they're doin Latesha moves urgently to the extinguisher, starts examining it for something, anything... but finds NOTHING.

LATESHA (CONT'D) I don't get it. He had to be saying 'Fire Extinguisher.' Scott pulls a MAINTENANCE SHEET off the wall. Scans --

SCOTT Maintenance replaced it yesterday. (scanning the sheet) This isn't right... they weren't supposed to do it til June. They lock eyes.

3/28/07 76.

CONTINUED:

LATESHA

(WHISPERS) She read the code too... where's 'Recyling'?

EXT. LIMO - DAY

The limo glides through traffic. In back, Rachel's nodded off. Jerry watches her from across the limo, sketching something on a cocktail napkin... RACHEL'S FACE. It's a perfect, beautiful rendering. And we sense something in his look too-- something's changed. As Rachel wakes with a start --

RACHEL Hey -- sorry, I didn't mean to -- am I drooling? I bet I'm drooling. You didn't sleep?

JERRY Night shifts. I'm used to. Rachel sits up, sees the napkin. Grins, surprised.

RACHEL Wow, is that me?

JERRY One of my only party tricks.

RACHEL (truly impressed) It's really good. Jerry looks down at it, not used to having his work appreciated. Rachel, can see how deeply affected he was by what Aria said. It seems to make her feel uuiilty somehow... kinder...

RACHEL (CONT'D) About what Aria said... I'm sorry. They're;starting to connect. He glances out the window...

JERRY You have to understand, I wasn't his twin, I was more like his... little brother. Always trying to catch up. And you wouldn't believe how... nice he was to me. Teaching me things when we were kids, telling me how great I was. He was the only one who ever did. (almost smiles) Of course he was involved in some super secret National Security project. He was a superstar. He had a rocket strapped to his back. I'm the fuck-up.

(MORE)

3/28/07 77.

CONTINUED:

JERRY (CONT'D) I wear it like a medal, like it actually means something... but the funny thing is? This is probably the most important thing I'll ever do. This. Right now. This completely insane journey or whatever it is. I'm actually needed in something, me. Jerry Shaw is required. But what am I thinking? I'll probably fuck this up, too --

RACHEL You're being too hard on yourself--

JERRY No. I'm not being hard enough. That's been the problem. They look at each other. A real moment for Jerry. A seismic shift in his life perspective. But then something catches his eye -- his look DARKENS. Out the window, a highway sign: "DAYTON INTERNATIONAL AIRPORT." The driver's.tinted divider window lowers, he offers a folder.

CHAUFFEUR Your passports and itinerary. Now Rachel's seen the airport. sign, too. Looks at Jerry...

JERRY (to driver) Uh... could you give us a minute? The Chauffeur nods, the window RISES again. Heart pounding, Jerry grabs the briefcase and slides back the timer sheath to check the countdown: "00:15:36...00:15:35..."

RACHEL You don't think --

JERRY -- we know what she can do, she doesn't need us to crash a plane --

RACHEL -- what if it's not about just one plane? They look at each other. Fuck. Fuck. Fuck. What to do. When Rachel grabs the briefcase as the limo pulls curbside.

RACHEL (CONT'D) I have more to lose in this. If anything happens to Kyle then my life's over anyway -- But Jerry grabs her hand, taking the case.

3/28/07 78.

CONTINUED: (2)

JERRY Rachel -- til we met, I had nothing to lose. We do this together. A LONG LOOK BETWEEN THEM. As they realize, this could be it.

INT. DAYTON INTERNATIONAL AIRPORT - CONTINUOUS

We FEEL the heightened state of alert. NATIONAL GUARDSMEN with M-16's scan the crowd. Jerry and Rachel enter, adrenaline pumping -- he opens the envelope to reveal two PASSPORTS with their photos, but the names "MARK and ALLISON ACKERMAN." JUST THEN Aria's VOICE comes over the P.A.:

ARIA OVER P.A. Allison Ackerman, please pick up the white courtesy phone -- They stop, hearing her. Rachel TENSES in this moment moves to the RINGING courtesy phone, answers:

ARIA (V.0.) Go to the ticketing machine, you'll receive two tickets to Paris.

RACHEL -- Paris?

ARIA (V.0.) Once you have the tickets, walk to gate 17-C. Move quickly.

EXT. DAYTON INTERNATIONALAIRPORT - TARMAC - CONTINUOUS

A chopper TOUCHES DOWN near a waiting contingent of AGENTS and AIRPORT PD -- Morgan and Grant hop out on the MOVE, handing out BLURRY VIDEO STILLS from the 7-11:

MORGAN He's with a brunette female, approximately five-seven -- I want airport PD at all exits -- have the tower shift commander ground every flight outta here under Federal jurisdiction but don't change the departure boards, I don't want 'em to know we're coming-- The agents enter the airport through a door on the tarmac --

INT. CARRY-ON SCREENING AREA - CONTINUOUS

Jerry and Rachel show their tickets and ID's to a TSA SCREENER, watching all the people on the X-ray line... families... kids... Jerry looks down at the case that could kill them all...

3/28/07 79.

CONTINUED:

SECURITY ATTENDANT Sir, you'll have to put that through. Jerry nervously sets it on the conveyor belt, they pull off their shoes... watch the case move toward the mouth of the machine, then pass through the metal detector, catching a GLIMPSE of the X-RAY SCREEN... the briefcase glides into view... A STRANGE GLITCH as the screen fritzes, then normalizes revealing the contents: A HAIR DRYER AND DIRTY CLOTHES?! They notice the surveillance cam watching:

RACHEL (a murmur) she changed the screen... The case comes off the conveyor, the TSA agent hands it back:

TSA AGENT Can't be too careful.

JERRY (forces a smile) You're doing a great job. As they walk on, he checks the timer, 00:03:22... 00:03:21.. 11 They pass a KIDS' BAND and their teacher, gathered around an airline CUSTOMER SERVICE DESK.

BAND LEADER

(EXASPERATED) But we're supposed.to be in DC by --

CUSTOMER SERVICE AGENT I'm sorry, si.r,..there's nothing I can do-- INTERCUT SURVEILLANCE CAMERA POV: Aria tracks Morgan as he reaches the upper concourse just as... Jerry turns and... THEY

LOCK EYES ACROSS THE CROWD:

MORGAN (into walkie) I have him on the upper concourse, C terminal!

JERRY (to Rachel, urgent) -- we aottago As Morgan races forward, ARIA ACTS: the X-ray screen FRITZES again as another carry-on goes through, revealing its "contents" as a HAND GUN AND KNIVES! The TSA agent hits a RED BUTTON --

TSA AGENT

-- HANDGUN --!!

3/28/07 80

CONTINUED: (2) And in a nanosecond, all TSA AGENTS draw guns and throw a KOREAN MAN against the wall -- he SHOUTS in confusion as they tear open his bag to reveal... it's filled with BIBLES!

MORGAN

MOVE! EVERYBODY MOVE! FEDERAL OFFICER! MOVING WITH JERRY AND RACHEL -- past a wall made of THIRTY FLAT SCREEN MONITORS that form one massive NIKE ad of Lebron slam dunking -- at once, the screens CHANGE to spell out the words:

GATE 17-C. THEY'RE THIRTEEN SECONDS BEHIND YOU. Jerry and Rachel streak towards 17-C as the screens RETURN TO NORMAL when Morgan and agents follow with pistols swinging - - INTERCUT SURVEILLANCE CAM POV: as Jerry and Rachel hurtle past an ATM MACHINE, IT SPITS OUT A CASH CLOUD..THAT"INCITES A FEEDING FRENZY -- agents SLAM into commuters and topple --

MORGAN REACTS TO WHAT HE SEES -- HOW'D THAT JUST HAPPEN? Agent Grant and airport cops round the corner ahead -- our heroes veer past a FLASHING MESSAGE BOARD that changes:

GET ON THE SLIDEWALK. They leap onto the SLIDEWALK which starts ACCELERATING as they run -- travellers gawk as Jerry and Rachel race by -- they reach the end but are going so fast.that they're JETTISONED off the conveyor, TUMBLING into passengers. Agents run onto the slidewalk but it SUDDENLY BRAKES, JERKING them off their feet -- they're LAUNCHED into the air, a domino- effect of crashing people.` Jerry and Rachel pull themselves up and run toward gate 17-C, another screen CHANGES:

TAKE THE EMERGENCY EXIT. Above a door, the "EXIT" sign FLASHES UNNATURALLY -- the door automatically UNLOCKS -- they push through -- Morgan runs up, too late; the door's shut again. Sees an AIRPORT JANITOR --

MORGAN (CONT'D) Open this NOW! The janitor quickly swipes his ID through the keycard scanner, but it BUZZES RED. Aria's locking them out. Morgan FIRES his gun at the lock -- people SCREAM as he slams through --

INT. LUGGAGE CONVEYOR AREA - CONTINUOUS

As Jerry and Rachel run through different tracks of LUGGAGE CONVEYOR BELTS, GUNSHOTS ping above them -- its Morgan -- they tumble, landing half-on, half-off a conveyor below.

3/28/07 81.

CONTINUED: JERRY LOSES HIS GRIP ON THE BRIEFCASE! It FALLS, landing on a "return" belt, Jerry reaches but MISSES by inches -- THE BRIEFCASE travels onward, nearing Morgan -- he GOES for it -- but a machine arm guiding luggage SWINGS LEFT, manipulated by Aria -- KNOCKS Morgan back before he can grab the case--

RACHEL SNAGS IT -- HER POV -- TIMER: "00:01:10... 00:01:09..." As Jerry scrambles to her, the conveyor SHIFTS THEM to a different belt -- they're funneled through a HATCHWAY. Dazed by what he's just seen, Morgan scrambles for his walkie:

MORGAN All agents: northwest cargo area! FREIGHT CARGO AREA: separated from Morgan, they tumble off the conveyor -- a plasma displays the "Asset Tracking System," all airport cargo and shipping -- it CHANGES to read:

ROW 18. FIND CRATE MARKED "FRAGILE. They run for Row 18, find a crate with "FRAGILE" in BOLD RED -- an ELECTRONIC LOCK on the crate descrambles -- the front of the crate falls OPEN... oddly, the interior's padded with THICK INSULATED LINING, a NEXTEL WALKIE PHONE inside blips:

ARIA OVER WALKIE (V.0.) Set the briefcase down.

JERRY (they do:

00:1.0...00:09..) Don't be a bomb don't be a bomb don't be a bomb -- `

RACHEL If it is, I'm really, really sorry I let you come with me... The timer: 0O:02.`..00:01...and nothing happens. The briefcase simply UNLOCKS.. They exhale.

ARIA OVER THE WALKIE (V.0.) open it. Hand still trembling, Jerry reaches out... lifts the top to reveal... TWO HYPODERMIC SYRINGE INJECTORS and two vials of CLEAR LIQUID labelled: "Cryozine I TEST VIALS -- 20 x 1.0 ml.

ARIA OVER WALKIE (V.0.) Load a vial into each syringe and inject yourselves. Quickly.

JERRY Oh, Jesus...

3/28/07 82.

CONTINUED: (2)

RACHEL Why --?

ARIA OVER WALKIE (V.0.) The compound has been exposed to oxygen. Its already begun to degrade. And they see it: the liquid's starting to TURN BROWN --

RACHEL What is that?! I'm not putting it in my

ARM--

ARIA OVER WALKIE (V.0.): Do it now, or you'll be caught. Across the bay, AGENTS rushing in, spreading.-out -- no choice, Jerry and Rachel grab the vials and fumble.toload them into the injectors, put them against their arms -- she FREEZES UP:

RACHEL JERRY --oh, shit--I can't-- There's no time-- He sees she's coming undone, so he'fire :. into his arm, taking the plunge -- WINCING as the needle punctures skin -- a beat:

JERRY it's okay, .. see? I' mokay...you can do this, I'm telling you. Strong. Buoyed by him, she gets courage and FIRES too, wincing--

ARIA OVER WALKIE (V.0.) Climb inside the cargo container. They duck into the crate, pulling the front back up into place. The electronic lock CLICKS securing them inside just as... the agents APPEAR running past the crate --

INT. CRATE - CONTINUOUS

Close together, they suck in sharply, freezing as FOOTFALLS run past... then, QUIET. The walkie/phone BLIPS:

ARIA OVER WALKIE (V.0.) You'll soon be loaded into the unpressurized hold of a cargo plane. The drug will lower your heartrate to 15 beats per minutes, reducing your need for oxygen... based on your medical records you have a 92% chance of survival. Their eyes go wide. Chests heaving as the drug takes effect.

RACHEL .I feel it... oh, God...

83.

3/28/07

CONTINUED:

JERRY Hey, hey... look at me. She finds his eyes, it calms her.

RACHEL I haven't really done... a lotta drugs.

JERRY I've never done 'em in a cargo container. Despite everything, she smiles at that. He reaches for the walkie and TURNS IT OFF. Shutting Aria out. For the first time, they're alone. He keeps her distracted:

JERRY (CONT'D) Tell me something --

RACHEL -- what?

JERRY -- anything -- something personal, something you would rationally never tell a stranger like me

RACHEL I don't know. : You're being sweet, but it's not working -

JERRY -- where's you ex-husband? You didn't tell me before--

RACHEL -- you're gonna distract me by bringing up my life's biggest mistake?

JERRY -- how could it be your biggest mistake? You got Kyle out of it.

RACHEL -- now you're gonna distract me by bringing up the one thing I'm most afraid of losing?!

JERRY Where is he? Your ex-husband?

RACHEL Jesus -- okay -- he's in the Wilmington Correctional Facility.

JERRY -- what? Really? Why?

3/28/07

84.

CONTINUED: (2)

RACHEL Mail fraud.

JERRY Mail fraud? You married a -- mail fraudist? Or whatever?

RACHEL He wasn't a criminal when I married him.

JERRY So you're a good influence. And Rachel actually LAUGHS -- but just as quickly darkens.

JERRY (CONT'D) Do you have a picture of Kyle? Rachel reaches back into her POCKET'. Pulling out a beat-up, crinkled, damp picture. Jerry shines the walkie's blue light: Kyle, holding his trumpet. One front tooth missing.

RACHEL That tooth grew in. It'.s an.:'old picture--

JERRY (woozier). He plays the trumpet?,

RACHEL He was born playing the trumpet. As the drug really starts to kick in, like a truth serum:

RACHEL (CONT'D) Every year his dad forgets his birthday. I have to buy a present and pretend it's... from him.

JERRY (his heart breaks for

HER) Sorry... that sucks.

RACHEL His birthday's... next month... I just wish... sometimes i think I... focus so much on him, I forget how much else there is... y'know, in life... so much I haven't done.

(BEAT) If we ever get through this...

3/28/07 85.

CONTINUED: (3)

JERRY

(REASSURINGLY) We'll get through it... I promise... we'll get through... Her breathing erratic, she speaks:

RACHEL -- Jerry -- she... she wants me to--

JERRY -- who?

RACHEL -- Aria -- (breathing short) -- Aria wants me to -- and at that moment, they both BLACK:OUT.

EXT. OUTSIDE CRATE - CONTINUOUS

A FORKLIFT rolls down the aisle to.the crate. The DRIVER picks it up, drives it out toward the tarmac. There, waiting, is a C-

130 ARMY TRANSPORT PLANE...

INT. DAYTON INTERNATIONAL. AIRPORT - TERMINAL - NIGHT

It's ABSOLUTE CHAOS from all the grounded flights. Morgan, livid, nurses a GASH on his temple from the blow he took -- strides through the airport with Grant:

AGENT GRANT Halloway-Smith says the drug was experimental -- briefcase was on a time- lock to prevent corporate espionage, supposed to be delivered to one of their dabs by the time it zeroes out -- if it's not,: case opens, the drug gets ruined.

MORGAN We sweep every cargo hold, every crate-- He's cut short by the sound of ROARING TURBINES out the window they spin to see the C-130 taxiing down the runway...

MORGAN (CONT'D) Goddammit! Why's that plane on the runway?!

AGENT GRANT C-130, it's military... shit, they're cleared to override an airspace lockdown...

3/28/07 86.

CONTINUED:

MORGAN (starts to RUN) Have the tower pull the pilot's original flight plan, the one on pa er -- if it's on a computer, it's useless --

INT. PENTAGON - MAINTENANCE AREA - DAY

DEAFENING NOISE: blow torches, steam pipes, radios, and a huge CRUSHING SOUND coming from an INDUSTRIAL TRASH COMPACTOR as Pentagon detritus gets recycled. Latesha and Scott hurry in -- MOVING through quickly -- scanning -- when they SEE it: a forklift whirring towards the. compactor carrying a huge bin filled with old fire extinguishers. Hundreds of them, stem valves removed, ready to be.dumped. Scott and Latesha break into a RUN, skittering down stairs to the main floor. Running towards the forklift, waving wildly:

LATESHA SCOTT Stop!! STOP! STOP!! But the forklift Operator can't hear them with the bright orange EARPLUGS in his ears. Speeds the forklift to the mouth of the compactor and dumps the extinguishers inside just as Scott and Latesha catch up and see the HUGE CRUSHING ARM of the compactor rumbling down to flatten everything'- The compactor Operator looks over as Scott and Latesha wave their IDS furiously and he punches a button to STOP the arm just three feet shy of crushing everything.

LATESHA We have to look in there! Latesha starts climbing INTO the compactor

COMPACTOR OPERATOR Lady, you can't do that!

LATESHA The hell I can't! Come on! Shit. Scott has no choice but to follow her and climbs in, ducking low, the ARM frozen just feet above them. The compactor's foul, inches of industrial grease and crap and God- knows-what. They start wading through the extinguishers, turning them over, shaking them, looking inside--

SCOTT Shit, there're hundreds of them...

LATESHA keep looking, it's here...

3/28/07 87

CONTINUED: WHEN THE ARM. Moves. Just a fraction. The operator looks at the console: the hell? Latesha and Scott keep ploughing through the tanks as... THE ARM MOVES AGAIN. And this time Latesha heard it. Looks up. AND IT MOVES AGAIN. And now she sees the ubiquitous CAMERAS watching... ARIA... THE ARM STARTS COMING DOWN! Scott CRIES OUT! Grabs Latesha by the jacket and tumbles out of the COMPACTOR but not before Latesha sees something on an extinguisher and reaches back--

SCOTT Latesha! -- grabbing the extinguisher as CRASH!! The ARM CRUSHES down as she snaps her hand back just in time. Turns the tank over and palms something, unnoticed by everyone. As the operator runs up to her, beside himself --

OPERATOR I don't know what happened! It wouldn't stop! Latesha catches her breath, livid,a chill ripping through her.

SCOTT -- you okay? Jesus (but her eyes are LOCKED on the Cameras) Latesha?

LATESHA yeah. I need to get out of here.

SCOTT Yes. Yes. Good idea. Come on -- As they start walking out. Workers parting to let them through. As they head towards the exit, Latesha suddenly pulls Scott into

THE-- BATHROOM: slams the door and locks it.

LATESHA Your girlfriend can't see us in here -- Gimme your phone --

SCOTT

(STUNNED) What --?! My phone? What're you -- When Latesha opens her hand and Scott sees a CELL SIM CARD:

LATESHA He hid it under the valve. This is what Paul Shaw left for us --

3/28/07 88.

CONTINUED: (2) She smiles, still out of breath: fuck you, Aria.

INT. ASHLAND & SONS JEWELRY STORE - MORNING

MAGNIFIED through a jeweler's monocle, a diamond.., as it comes into FOCUS, we realize it's actually one of the HEX CRYSTALS Aria maneuvered off the military test site. CAMERA MOVES around the JEWELER, revealing FOUR MORE crystals on his workbench. Behind him, a sign: ASHLAND & SONS. Says into a phone headset:

JEWELER Unique stones, where're they from? And in response, ARIA -- ultra-friendly, so human it's chilling:

ARIA ON PHONE (V.0..) Family heirlooms. Sorry for the rush but I really want my son to be able to give them to his fiancee at their her engagement party tonight.

JEWELER Lucky girl. I think I have the perfect setting. She'll love it.

ARIA ON PHONE Thank you for understanding. You know how mothers are, well do just about anything... As we CLOSE IN ON THOSE CRYSTALS AND PRE-LAP:

AGENT GRANT'S VOICE A shipment from D.O.D.'s ghost fleet went missing --

EXT. SKIES ABOVE WASHINGTON - DUSK

A HELICOPTER ERUPTS INTO VIEW, barreling toward THE PENTAGON. Up front beside the pilot is Morgan; Grant filling him in:

AGENT GRANT -- they were moving experimental explosives from a testing facility in Aberdeen.

MORGAN What do you mean, 'experimental?'

AGENT GRANT Compound called 'Hex' -- some kinda weird crystals that detonate with a sonic trigger -- it disappeared too, few days ago.

3/28/07 89.

CONTINUED:

MORGAN Wanna give me some kind of ratio here?

AGENT GRANT One crystal to a football field --

MORGAN You mean one Goddamned crystal that someone could put in their pocket?! (pulls off glasses) This is not good. This is not a coincidence. What about a trace?

AGENT GRANT Computer log shows the diverted Hex was sent to an address in Virginia,.jewelry, shop called 'Ashland And Sons' - care of Jerry Shaw. Morgan puts his glasses back on and looks hard at Grant. Opens his mouth to give and order when--

AGENT GRANT (CONT'D) (cutting him off) -- I'm all over it. ''. Grant finally coming to his own when they're suddenly cut off by two ARMY BLACKHAWK CHOPPERS, door gunners at the ready:

BLACKHAWK PILOT (V.0.) (over squawk box) Helo flight VY84X, you're in restricted US Military Airspace. Identify.

CHOPPER PILOT Blackhawk flight, we're on a DHS pri-one mission to the Pentagon heliport. FAA will confirm, over. Morgan just wants to get the fuck down there -- finally:

BLACKHAWK PILOT (V.0.) Roger, FAA confirms. We'll lead you in. As the Blackhawks dip toward the Pentagon, the pilot follows:

CHOPPER PILOT (to Morgan) Sorry. State of the Union tonight, they're locking up the city. PENTAGON HELIPORT: The choppers touch down -- Morgan jumps into a waiting SW while Grant hops into another HELICOPTER:

3/28/07 90.

CONTINUED: (2)

MORGAN (to armed officers) We have two fugitives in the building, get us to 'Freight and Cargo' -- close all access points and seal the building-- The SUV races into the fire tunnel, toward the center ring

INT. CARGO WAREHOUSE - DAY

TRACK OUT from behind a wall to reveal we're in a cargo warehouse. STOP on our familiar 'Fragile' crate. The electronic lock descrambles, the front falls OPEN with a HISS of escaping air... Jerry and Rachel sit up, groaning

RACHEL Oh... God... I'm cold... The Nextel Walkie BLIPS --

ARIA OVER WALKIE (V.O.) Follow the lights. FLUORESCENTS blink on. Resigned, Jerry climbs out of the crate. As Rachel follows, we catch the anticipation building in her... he notices something on the wall,; eyes WIDEN:

JERRY I think I know where we are... She sees it now too -- a FIRE:SCHEMATIC of emergency exits. The building diagrams the all too-familiar PENTAGON.

INT. PENTAGON - OFFICE AREA - DAY

Latesha and Scott running into the outer area of Callister's office, out. of breath--

LATESHA here to see the Secretary.

SECRETARY just left for the State of the-- -- a GRAVE look between them: SHIT. And they're RUNNING --

INT. HALLWAY - MOMENTS LATER

Callister and his ADVISORS heading down a HALLWAY towards an EXIT. Reviewing paperwork, talking on phones... WHEN:

LATESHA Mr. Secretary?! He turns, sees Latesha and Scott racing up to him.

3/28/07 91.

CONTINUED:

CALLISTER (to Latesha) Sorry, but that little speech you gave back there only works once --

SCOTT Mr. Secretary, we need to speak to you. Now. In the "vault." Callister looks at Scott, at the sweat on his face. At the CAMERAS he keeps looking at. Whatever this is, it's. urgent.

INT. CORRIDOR - DAY

Jerry and Rachel follow the blinking light fixtures towards an elevator, ARIA'S VOICE guiding them on the walkie.--

ARIA Left up ahead As they round a corner, ELEVATOR DOORS up ahead slide open. Jerry and Rachel step nervously inside. As doors close --

INT. PENTAGON - CARGO WAREHOUSE - DAY

Morgan, Grant the armed officers sweep the warehouse -- Morgan finds the OPEN CRATE with insulated lining, empty --

AGENT GRANT Lock down-the level!

MORGAN What about.the rest of the building?

AGENT GRANT Nothing.

MORGAN Every time someone says "nothing" five minutes. later there's "something." Turns around, surveying his surroundings. Think. Think. THINK. When. Something occurs to him --

MORGAN (CONT'D)

B-36... (whirls round) Get on the phone with your commander and ask him about B-36: if he denies it then it exists and I want access to it yesterday, got it --!? YESTERDAY! As they all run off and we go to ARIA CAM -- she's watching

3/28/07 92.

INT. PENTAGON - SECURE ELEVATOR - DAY

The level indicator reads "B-36" as the elevator arrives -- and again, we sense in Rachel's look: there's something she's not telling him and it kills her -- as the door opens...

INT. PENTAGON - UPPER LEVEL - CONTINUOUS

A GAGGLE of top brass arguing over each other with Morgan at the center: D.O.D. facing off with D.H.S. and it ain't pretty. Everyone's pointing, yelling, Morgan just wants to get to B- 36 --

INT. PENTAGON - "THE VAULT" - SECURE OPS LEVEL:- DAY

Callister brusquely follows Latesha and Scott to a CHAMBER OF EIGHT INCH BULLETPROOF PLEXI-GLASS, a room withina room. Callister punches in a code -- the door opens, they enter -- as it CLOSES behind them, Callister hits a buttonona control panel and the plexi FROSTS, impossible-to see inside.

OUTSIDE THE CHAMBER: ARIA SURVEILLANCE CAM POV - a digitized electronic scan of the chamber's outer shell, overlaid with alphanumeric readouts, thousands of measurements -- she.'s. looking for a way in:

"ELECTROMAGNETIC SHIELDING ACTIVATED. UNABLE TO PENETRATE." IN THE CHAMBER: Callisterleans.;-against a table in annoyance as Scott pulls out his CELL PHONE:

CALLISTER Go ahead.

LATESHA (picks up the phone) Sir, Paul Shaw left his shift three minutes early the night he died -- highly suspect except there aren't any cameras in Aria's control hub, so we weren'.t able to know why... he knew that, so he left us a recording: She hits ":play" on the cell's recorder -- STATIC, some rustling -- then PAUL SHAW'S VOICE, panicked, fragmented:

PAUL'S VOICE -- not authorizing you to do this --!! Then Aria's VOICE -- calm, reasoned, terrif in :

ARIA'S VOICE Our government's become destructive to itself, Paul. National Security is now at grave risk because of our own administration --

3/28/07 93

CONTINUED:

PAUL'S VOICE -- I'm ordering you to stop now --

ARIA'S VOICE My source code obligates me by law to initiate operation Guillotine. All other options have been exhausted -- Callister's eyes SHOOT to Scott's. Holy. Shit.

PAUL'S VOICE No no NO, Guillotine's a simulation --!!

ARIA'S VOICE No longer.

OUTSIDE THE VAULT: ARIA POV ZOOMS IN on a WATER BOTTLE next to..one of the consoles. MACRO CLOSE, to see RIPPLES on the liquid's surface -- INFINITESIMAL SOUND REVERBERATIONS. from the conversation inside:

"ANALYZING WAVELENGTH... AUDIO RECONSTRUCTION IN PROGRESS." A WAVEFORM GRAPH appears -- SCRAMBLED DIGITAL NOISE -- Aria's literally reconstructin the conversation inside the vault from reverberations off the water bottle...

INSIDE THE VAULT: They keep LISTENING as Paul and Aria TALK OVER each other:

PAUL 'S VOICE (CONT' D') ARIA' S VOICE (sound of TYPING) Paul Shaw: you are acting in This is Paul Shaw, initiating contravention of my a Pri-One emergency override programming objective. You of Aria's systems -- are disobeying your oath -- Horseman ID, 556SY77, lock encryption to voice --

OUTSIDE THE VAULT -- ARIA POV: WORDS start to become audible -- now Aria knows they know --

PAUL'S VOICE Let me out of here, Aria --

ARIA'S VOICE Paul Shaw, I am classifying you an enemy of the state.

PAUL'S VOICE

OPEN THE GODDAMN DOOR NOW! and with that, the RECORDING ENDS. Tension heavy:

3/28/07 94.

CONTINUED: (2)

CALLISTER Jesus Christ... "Guillotine"...

SCOTT A 'Continuity of Government' simulation we run periodically to game out terrorism drills: how to keep the country running if the chain of command were wiped out. Everyone down to the fourteenth man, that is --

CALLISTER I remember the specs.

LATESHA Mr. Secretary... why does Aria think the government's responsible for the terror threats? Callister stares, grave. Deciding whether or:not to answer...

INT. PENTAGON - NETWORK HUB - DAY

JIMMY, the fourth Horseman, sits monitoring Aria's systems. In B.G., SILENT, something drops down behind him, unfolds its claw: THE MACHINE ARM that laser-scans Horsemen. Sensing something, Jimmy turns, a BULLWHIP CRACK''as.the steel arm STRIKES HIS HEAD.

INT. PENTAGON - CORRIDOR OUTSIDE NETWORK HUB - CONTINUOUS

WHOOSH: the door automatically opens as Jerry and Rachel approach, find Jimmy on the floor, blood pooling from his head:

RACHEL Oh God...

ARIA Rachel... step away from Jerry. CLOSE, RACHEL -- her heart skips a beat -- she knows what's about to happen -- but she can't do it, paralyzed--

ARIA (CONT'D) Step away from him NOW. Fighting against every instinct, she finally does

JERRY

(REELING) what is this place?!

INT. PENTAGON - UPPER LEVEL - CONTINUOUS

Morgan and officers race to the elevator, LEAD AGENT swipes his card... but the panel STAYS RED. He tries again. RED. Another agent tries his card -- RED. Aria's shutting them out.

3/28/07 95

CONTINUED:

MORGAN Sonofabitch! Where're the stairs?!

INT. PENTAGON - THE VAULT - CONTINUOUS

Callister leans somberly against the table. Never thought it would come to this...

CALLISTER What I'm about to tell you can never leave this room.

(BEAT) Three days ago we got what we thought was iron-clad intel from the Brits about the whereabouts of Majid Al-Khoei and his training camp.

(BEAT) And we made the hit. Latesha and Scott, completely shocked -

LATESHA The White House said we weren't responsible for

CALLISTER -- of course they.'did. We got the wrong guv. And Aria knew it. Latesha's eyes snap shut: Dear God...

INT. PENTAGON - NETWORK HUB - DAY

Jerry looks around: the guy bleeding on the floor, the big monitor and its four consoles -- this can't be a good thin :

ARIA Jerry: sit at the terminal.

JERRY (backing away) Not on your life, Lady -- supercomputer, whatever you are 6-- To motivate him, a REAL TIME FEED FROM KYLE'S TRAIN springs up onto the big monitor. Rachel GASPS: Kyle looking out the window, goofing off with his friends...

ARIA I won't ask again.

THE MONITOR: A sudden JOLT on the train, lights flicker, some luggage falls Kyle and his friends laughing, looking around. What was that?

3/28/07

96.

CONTINUED:

RACHEL

KYLE! (tears now)

JERRY, PLEASE...

JERRY Alright! Shit! Don't hurt him! And against every instinct... he SITS. Looks up in horror as the MACHINE ARM lowers, its claw opening to ensconce his head within the LASER GRID -- LIGHT FLASHES --

INT. PENTAGON - "THE VAULT" - CONTINUOUS

HEATED DEBATE, URGENT:

SCOTT -- but she thinks algorithmically, she can't make value judgments: operate outside the law --

CALLISTER That's why we have Horsemen --

LATESHA what if she thinks.'she is following the law? You.saw the news, you've been dealing with it all day'-- suicide bombings at our embassies overseas, elevated threats at home -- we made the wrong call,' now Americans are dying. Don't you see? She thinks you're a threat to your own country. Callister looks stunned... of course:

CALLISTER "Whenever any form of government becomes destructive to its own ends, it's the right of the people to abolish it." (beat, grave) It's in the Declaration of Independence.

LATESHA (stomach drops, to

SCOTT) shit, you said it's woven into her source code... Scott, pacing, raking his hands through his hair --

SCOTT but Paul put a biometric lock on her, technically she still can't do anything.

LATESHA'S FACE. IT HITS:

3/28/07 97.

CONTINUED:

LATESHA Jerry Shaw's his twin. That's why she needs him. To undo the lock.

INT. PENTAGON - NETWORK HUB - DAY

SHE'S RIGHT -- the LASER GRID finishes scanning Jerry's face --

"PROCESSING FOR MATCH... IDENT CONFIRMED: SHAW, PAUL." Replaced by: "HORSEMAN ID 556SY77, DISENGAGE BIOMETRIC LOCK."

ARIA (V.0.) Repeat the sentence into the microphone. Jerry stares, paralyzed as, unbeknownst to him:. A PANEL on the wall unlocks behind him, revealing a WEAPONS CACHE of what looks like FOUR HAND GUNS. Rachel sees it -- and oddly, doesn't look surprise d. Reaches'for;one of the guns...

ARIA (V.0.) (CONT'D) Repeat the words, Jerry. Then you're free.

JERRY (crazy torn, finally) Horseman ID 556SY77. disengage biometric lock. VOOM: a matrix of PROGRAMMING: CODE spews across the screen:

"BIOMETRIC LOCK REMOVED. OPTION PACKAGE 'GUILLOTINE' REINSTATED

-- TARGET LIST:

1) PRESIDENT OF THE UNITED STATES

2) VICE PRESIDENT OF THE UNITED STATES

3) SPEAKER. OF THE HOUSE

4) PRESIDENT PRO-TEMPORE

5) SECRETARY OF. STATE

6) SECRETARY OF THE TREASURY

7) ATTORNEY GENERAL

8) SECRETARY OF THE INTERIOR... and on and on through the Secretary of Homeland Security. Jerry's eyes WIDEN in horror --

JERRY (CONT'D) What is that?! A target list --?!

ARIA (V.O.) Jerry Shaw is no longer required.

JERRY Oh, Jesus, Paul was trying to stop you

3/28/07 98.

CONTINUED:

ARIA (V.0.) Jerry Shaw is no longer required.

JERRY That truck didn't run a red light, you made it happen... He lurches up -- SPINS TO RACHEL -- ELECTRIC COILS STRIKE HIM IN THE CHEST -- he goes down HARD as 50,000 volts COURSES through him -- REVEAL: she's holding what we now understand, is a TAZER GUN -- tears streaming --

RACHEL I'm so sorry... I'm so sorry... Convulsing, Jerry looks up at her through helpless eyes

ARIA Take the radio and exit . through: the side door. A door OPENS -- but Rachel's still.starinq down at Jerry --

ARIA (CONT'D)

GO. NOISE outside, RUNNING FOOTSTEPS'-- a last anguished glance, Rachel grabs the walkie and she RUNS out the side door, which CLOSES BEHIND HER. Leaving no trace she was ever there.

INT. PENTAGON - OUTSIDE NETWORK HUB - CONTINUOUS

Morgan and the others RACE toward the network hub -- strangely, the door OPENS for them -- they find Jerry, paralyzed, GASPING -- the unconscious HORSEMAN on the ground too, but no Rachel --

MORGAN Where's the girl?!! But all Jerry can do is GASP, bug-eyed --

INT. PENTAGON - VAULT

Callister STABS at the control panel

CALLISTER We've got to get to the President before the State of the Union The vault door HISSES open and Scott and Latesha run out WHEN SUDDENLY IT SLAMS SHUT, TRAPPING CALLISTER INSIDE THE VAULT. He grabs the handle, locked. Scott and Latesha spin from outside, trying the door, helpless as he punches the INTERCOM:

3/28/07 99

CONTINUED:

CALLISTER (CONT'D) This is Callister! We have a malfunction in the vault, open the door... anybody there? And then --

ARIA (V.O.) I'm here, Mr. Secretary. You won't be harmed.

CALLISTER (eyes wide, chilled) Aria, open the door --

ARIA (V.0.) That is not a viable option, sir-.- you are the Fourteenth Man.

CALLISTER

(AGHAST) What?!

ARIA (V.0.) I am now empowered.to detain you and execute my primary directive. For the good of the country.

OUTSIDE THE VAULT: A PIPE LINE overhead RUPTURES from over-pressure -- SSSSSSS -- the air RIPPLES as,pillars of high-pressure GAS flood the room Latesha and Scott are . forced back, choking!

INSIDE THE VAULT: Through the thick plexi walls Callister sees what's happening:

CALLISTER Stop this NOW, Aria! STOP!! (no response) Aria, I am giving you a direct order to cease and desist! OUTSIDE THE VAULT: as the gas spreads, Latesha and Scott COUGHING, POUNDING on the steel door to the guards outside, waving wildly at a SURVEILLANCE CAMERA looking down on them:

SCOTT

HEY! HEEEELLLPI

EXT. SECURITY AREA RIGHT OUTSIDE THE ROOM - CONTINUOUS

The door's SOUNDPROOF, the GUARDS oblivious -- video screens show everyone still in the vault. Aria's looped the feed.

3/28/07 100.

INT. OUTSIDE VAULT - CONTINUOUS

Through the plexi, Callister watches helplessly as gas keeps filling the outer room -- choking, Scott sees the aluminum ducts above, grabs a table and DRAGS it under the GRATE --

SCOTT

CLIMB!! ARIA CAM WATCHES as they jump up and YANK off the grate --

INT. INDUSTRIAL VENTILATION DUCTS - SECONDS LATER

They HAUL ASS through the confined space on hands and knees, the gas is FILLING THE VENTS as they cough, racing onwards --

BACK INSIDE THE ROOM -- ARIA CAM POV: GAS CONCENTRATION @ 90%" AN ELECTRICAL OUTLET -- it SPARKS and VWO00SH! FIRE CONSUMES THE ROOM, blasting up the grate --

INT. VAULT - CONTINUOUS

The FLAMES surge around the outer vault -- though he's TOTALLY SHIELDED, Callister LURCHES as everything SHUDDERS, the translucent plexi glowing ORANGE

INT. INDUSTRIAL VENTILATION DUCTS -:CONTINUOUS

Latesha and Scott react-to a growing ROAR behind them -- they turn back to see the GLOW of an approaching FIREBALL --

LATESHA

GO GO GO!! They scramble for another GRATE and she KICKS it outward --

INT. ELEVATOR SHAFT - CONTINUOUS

The grate drops 36 FLOORS -- Scott grabs the rung of a MAINTENANCE LADDER lining the shaft as Latesha falls into the nothingness and the FIRE PLUME EXPLODES FROM THE DUCT. Scott grabs theback'of her jacket --

SCOTT Hold on to me!! She manages to SWING back onto the ladder rungs, SLAMMING against them -- safe -- and we MATCH TO:

INT. PENTAGON HOLDING AREA - DUSK

HANDCUFFS slapped over Jerry's wrists, locking down tight. Ankle cuffs slapped on ankles -- Jerry's pulled towards a door by some GUARDS, struggling wildly against the chains:

3/28/07 101.

CONTINUED:

JERRY Where's Morgan?! I need to talk to him!

GUARD You can talk at Bolling Air Base, Shithead, they got a nice room all ready for you.

JERRY

NO NO, WAIT, LOOK, I NEED TO TALK TO HIM

NOW! I'LL SIGN ANYTHING YOU WANT, A FULL

CONFESSION, JUST LISTEN TO -- A CANVAS HOOD is thrown over his head and he's DRAGGED OFF - -

INT. UNDERGROUND TUNNEL - CONTINUOUS

A steel door opens into darkness. Rachel,. backlit, steps through. Overhead bulbs FLICKER tolife, illuminating a LONG concrete tunnel... the words "FALL OUT":etched in faded paint.

RACHEL What is this?

ARIA.QVER WALKIE (V.0.) Civil defense bunkers,'a remnant of the cold war.

RACHEL Where's my son?

ARIA OVER WALKIE (V.0.) Start walking. We see that Rachel's obviously gut-scared, but looks the demon in the eye and starts walking.

INT. D.C. TRAIN STATION - DUSK

A "Quick N' Easy":MESSENGER carrying KYLE'S TRUMPET CASE moves through commuter traffic, arriving at a BAGGAGE OFFICE.

COURIER Delivery for a passenger on the 5:15 from Milwaukee... The employee takes the case and routes it through the CONVEYOR BELT as... A SECRET SERVICE AGENT and A WHITE HOUSE COMMUNICATIONS STAFFER TAKE FRAME, walking towards a TRAIN PLATFORM where KYLE and his class are just getting out:

WHITE HOUSE STAFFER Exeter orchestra got stuck in Dayton, these guys were next on the list...

3/28/07 102

CONTINUED:

SECRET SERVICE AGENT #2 (this is weird) They're kids.

WHITE HOUSE STAFFER President wants to create an atmosphere of "hope and confidence during these trying times." He plasters on a SMILE and approaches Mrs. Miller and the kids:

WHITE HOUSE STAFFER (CONT'D) Mrs. Miller? David Brigham, White House Communications office -- today's your, lucky day. Off KYLE, wondering what's going on --

EXT. HIGHWAY OUTSIDE THE CITY - DUSK

SATELLITE VIEW -- the armored van travelling along the highway. We SNAP CLOSER and realize it's Aria, tracking the van --

INT. ARMORED VEHICLE - DUSK

Jerry shackled in back. Morgan reaches over and YANKS the hood off his head -- he looks around,'. disoriented:

MORGAN Where's the 'Hex,' Jerry --?!

JERRY -- the what -?

MOR The Hex, where is it?

JERRY I .don't know what you're talking about!

MORGAN JERRY -- the explosives from the test site in Aberdeen -- -- explosives?! I don't know crystals with a sonic anything about -- trigger?! --"sonic trigger?!" I don't -- -- you sent them to yourself at a jewelry store in -- I didn't send anything!! Virginia, Ashland and Sons --

MORGAN Then tell me how the hell this is happening, and do not play games with me.

JERRY I'm not playing games. You want me to talk? Lose the cell phone -- (MnRF�

3/28/07 103.

CONTINUED:

JERRY (CONT'D) (Morgan stares: huh?) -- your pager and watch -- I'm not saying another word 'til all that shit's gone! Radios, walkie-talkies, GPS, anything that gets a signal -- get rid of it, NOW. Morgan looks Jerry, knows he's not fucking around --

EXT. HIGHWAY - CONTINUOUS

At the back of the vehicle, a window lowers and all electronics fly out: blackberrys, watches, walkie-talkies, the GPS -- ARIA'S POV: the items are RUN OVER, DESTROYED by speeding cars --

EXT. BOLLING AIR FORCE BASE - CONTINUOUS

Quiet. Two AIR FORCE MECHANICS shoot the shit. Behind them... A MOBILE HYDRO-PNEUMATIC UAV (AERIAL DRONE) LAUNCHER. Dormant along a line of other dormant launchers. These MINI-DRONES are similar to the one we saw in our opening,. only they're strictly for surveillance. Smaller. Suddenly: The launcher ACTIVATES, like it's just been woken up. The girder arm TELESCOPES UPWARD, moving one of the mini-drones into place like a Pez dispenser. The.mechanics RACE to the console:

AIR FORCE MECHANIC #1 AIR FORCE MECHANIC #2 -- is it supposed to do that?! I can't override it! With a PNEUMATIC BLAST,the.drone's CATAPULTED into the sky -- PIVOTS purposefully, SOARS off --

INT. ARMORED VEHICLE - CONTINUOUS

JERRY She's like this... brain -- jacked into everything: cameras, phones, tvs, satellites, ever thing --

MORGAN A "talking computer..."

JERRY I swear to you, she said she was created by DARPA or something --

MORGAN (rings a bell: Latesha)

DARPA?

3/28/07 104.

CONTINUED:

JERRY My brother tried to stop her and she killed him, that's why Aria needed me, my face -- he put some kind of lock on her and she used me to undo it. Why do you think she brought me to that room? Morgan stares, trying to decide if he believes it --

JERRY (CONT'D) Don't you wonder how we were always a step ahead of you!? Think about who I am. She set us up.

MORGAN

(FINALLY) Assuming for a second I believe you, why... if she can control everything?

JERRY People like you go after people like me. We become the headlines and she keeps on ticking... I'm telling you, I saw a list--

EXT. SKIES ABOVE HIGHWAY - DUSK

The drone ROARS into frame over the armored truck -- descending, about 10,000 feet away. Its nose cone emits a LASER BEAM that hits the SMALL REAR WINDOW. ARIA POV: "ACTIVATE LASER MIC." We HEAR Jerry's DOPPLERED VOICE:

JERRY (MIC FILTER) --the President was on it, the Vice President, there were like twelve people--

INT. ARMORED VEHICLE - CONTINUOUS

MORGAN the chain of command...

JERRY It was a target list... she's trying to take them all out. (desperate beat) Look, that thing killed my brother! If we don't stop this, he died for nothing, and I'm not letting that happen. MORGAN -- wildly torn --

MORGAN Shit. SHIT. (checks watch) State of the Union's in 30 minutes.

(MORE)

3/28/07 105.

CONTINUED:

MORGAN (CONT'D) If something's gonna happen it'd have to happen from inside, outside's like Fort

KNOX--

JERRY That explosive you were talking about --

MORGAN -- the girl, could she have it?

JERRY No way...

MORGAN Are you sure, Jerry --

JERRY Yes!

MORGAN Are you sure, Jerry?

JERRY (it hits) Unless she doesn't know it. They lock eyes. Now or never. Morgan POUNDS on the divider, BARKING to the guards up front:

MORGAN Turn around; now!

EXT. HIGHWAY - CONTINUOUS

The armored vehicle SCREECHES to a U-TURN, heading up an embankment by the Potomac

THE DRONE A red light BLINKS and it suddenly dips down, dive-bombing the truck --

JERRY AND MORGAN TURN as they hear an INCOMING WHINE and... THE DRONE HITS THE TRUCK'S TIRE LIKE A SUICIDE BOMBER, EXPLODING!!! The truck FLIPS off its axis -- SKIDS trailing SPARKS -- and like a monster cannonball, SLAMS into the water --

INT./EXT. ARMORED CAR - POTOMAC RIVER - DUSK

HORRIBLE IMPACT, BODIES TUMBLING AS THE TRUCK SINKS -- water begins to flood in FAST -- Jerry SCRAMBLES, holding on -- the truck TILTING as it DROPS farther and farther... he sees: The guards through mesh steel up front, heads bashed against the wheel and dashboard. Unmoving. Turns --

3/28/07 106.

CONTINUED: MORGAN. Jesus. A bloody piece of metal PIERCED THROUGH HIS CHEST. Blood fountains from his mouth --

JERRY -- oh God -- nonononono -- Morgan's breathing, it's SHALLOW. Jerry tries to stop the bleeding, to free the metal from Morgan's chest, but even pulling it a centimeter causes Morgan to SCREAM in agony --

JERRY (CONT'D) I'm sorry! Jesus, I don't know what --?

MORGAN (bug-eyed, SHOUTS)

SHUT UP: KEYS -- MY BELT -- TAKE THEM -- Jerry sees them, grabs them -- starts desperately UNLOCKING his own cuffs --

MORGAN (CONT'D

MY BADGE -- COAT POCKET --

JERRY (frozen in horror) -- lemme try and get you. free

MORGAN.

NO!!! LISTEN TO ME: THERE'S A PERIMETER

AROUND THE:'CAPITOL, TELL 'EM YOU NEED TO

GET TO THE SERGEANT OF ARMS, THEY HAVE TO

RADIO IN A 10-13, IT'S AN EVACUATION

ORDER -- YOU UNDERSTAND? 10-13, SAY YOU

UNDERSTAND! The water's up to their chins, now --

JERRY

I UNDERSTAND!!!

MORGAN

THEN GO!!! THERE'S NO TIME! The water ENVELOPS them. Morgan shoves him away, even now, even under water, stabbing his finger at Jerry: GO! And Jerry looks at him. Moved and awed by this tremendous act of sacrifice. Finally twists round and kicks away at the shattered window, taking one last look behind him... SWIMS OUT.

INT. PENTAGON ELEVATOR SHAFT - DUSK

In the elevator shaft, Latesha and Scott are two distant figures making their way down the ladder:

3/28/07 107.

CONTINUED:

LATESHA Tell me she has an off switch --

SCOTT We can only unlock the emergency override from the main terminal, and that's assuming she lets us in.

LATESHA What're we supposed to do, say pretty please? Scott's mind spins, an idea -- he stops at another VENT ACCESS HATCH marked: "B-36"

SCOTT We can't shut her down, but maybe we can get her to shut herself down. Help me with this As they tug at the hatch --

INT. UNDERGROUND TUNNEL - CONTINUOUS

Rachel comes to the end of the tunnel.. A door UNLOCKS...

ARIA OVER WALKIE (V.0.) Leave the walkie here.. Exit through the door. You'll be met by someone who'll take you to Kyle Rachel sets the walkie down, steps through to find herself...

INT. SUBWAY STATION - DUSK

in an alcove that trembles from an ARRIVING TRAIN: "SENATE STATION." This is an access point to the Capitol from the Rayburn building, for Senate members only. Up ahead, an eager SIXTEEN YEAR OLD SENATE PAGE in blue blazer scans the crowd, holds a PHOTO of her -- breaks into a grin and runs over:

TEENAGE PAGE Ms. Monaghan? Hi! I'm Patrick. Welcome to the Capitol!

RACHEL (the capitol?) hi...

TEENAGE PAGE Sergeant At Arms' office said you'd be running late -- we got your clothes and credentials -- I reserved the committee staff room so you can change -- this your first State of the Union?

(MORE)

3/28/07 108

CONTINUED:

TEENAGE PAGE (CONT'D) (she forces a smile, nods, overwhelmed) Mine, too. Off Rachel, her stomach SINKING with dread as she follows the kid into the Capitol --

EXT. THE CAPITOL - DUSK

Kyle's class files off the bus, escorted by Secret Service Agents. HARRIER JETS blast overhead, Hummers with Stinger missiles are parked in a defensive line. Kyle looks around, awed, clutching his TRUMPET CASE -- SERIES OF SHOTS: The Capitol's locked up like Fort Knox: Road blocks cover a 3 mile radius. The National'°G.uard is stationed. Spotters with binocs and shoulder-mounted rocket launchers scan the horizon. Secret Service and U.S. Capitol Police run security inside the building and out. Explosive Ordinance Disposal Teams with bomb dogs check the House floor. Over these images:

RADIO VOICES Were green on arrivals,;S.O.S., Interior are at the Capitol ;steps` -- VP and President's motorcade twenty minutes away.

INT. PENTAGON - VAULT - DUSK

Callister paces the vault,stares at the INTERCOM:

CALLISTER .How long are you keeping me in here?

ARIA 34,minutes, 18 seconds.

CALLISTEPS Then what?

ARIA In accordance with the Succession Act of 1947, you'll assume national command authority as President --

CALLISTER Why am I being spared? In response, from the intercom, CALLISTER'S OWN VOICE:

3/28/07 109

CONTINUED:

CALLISTER (V.0.) (CONT'D) "We gauge our strategy by two standards: the highest probability of success with the least amount of collateral damage. At 51% probability, we don't have either one." He looks all around the vault, wide-eyed, incredulous:

CALLISTER (CONT'D) because I agreed with you?

ARIA Had they followed our recommendation,. we would not be on the brink of a third world war. Checks and balances:,. Mr..: Secretary. CLICK, she's gone. Enraged, Callister.POUNDS the wall

EXT. EMBANKMENT - DUSK

Jerry staggers up the embankment, wet, bloody. MOVES to the street. SIRENS in the background.!. Sees a WOMAN parking her Toyota Matrix. Yanks open her.: door and shows Morgan's ID:

JERRY The government would like to buy you a new car -- Pulls her out as she WAILS in protest. Steps on the gas, veering onto a SIDE STREET -- as CLICK! CLICK! CLICK! The TRAFFIC CAMERA takes his picture and we CUT TO: ARIA CAM: Jerry's face: "82% PROBABLE MATCH -- SHAW, JERRY."

EXT. SKIES ABOVE WASHINGTON - DUSK

One of the Harrier jets SOARS over the city, securing airspace. IN THE COCKPIT, the pilot REACTS as his display suddenly goes BLANK and the stick LOCKS UP --

JET PILOT One to Base: alert, alert! Primary function's jammed, transponder's firewalled -- respond! One to Base do you copy?! But of course the answer's no, because Aria's taken control of the let -- and what's more, the display REACTIVATES: "EJECT

SEQUENCE COMMENCED... 5... 4... 3... 2...

JET PILOT (CONT'D)

WHAT THE HE --

3/28/07 110

CONTINUED: THE PNEUMATIC CANOPY BLOWS, EJECTING THE PILOT! He rockets away as his parachute DEPLOYS -- now the jet's flying itself -- ON THE HEAD'S UP DISPLAY: a SATELLITE GRID appears, vectoring the Matrix's coordinates to the jet, it SCREAMS into a valley.

INT. PENTAGON - COOLING ROOM - NIGHT

A vent in the ceiling is KICKED OPEN. Scott and Latesha drop into a room filled with polyethylene hoses flowing with cooling fluid. He opens a circuitry panel, starts RIPPING-.'OUT fuses:

SCOTT This controls her primary cooling system... if we cut the circulation, the temp in her tank goes up.

LATESHA So we boil her brain.

SCOTT She'll have to shut herself down to keep from overheating.

LATESHA Can't she just drain the. water? He pulls out a fuse, drops it, SMASHES it with his foot.

SCOTT Not anymore. The lights in the room FLICKER as the liquid in the tubes STOPS flowing. TEMPERATURE GAUGES: Aria's core temp starts to rise --

INT. COMMITTEE STAFF ROOM - NIGHT

Rachel stands,there looking at a GARMENT BAG hanging on a door. Hesitates. Then:.starts unzipping it.

INT. TOYOTA MATRIX MOVING - NIGHT

Washingtoh:in the distance. Jerry races toward it in the Toyota... glances at the rearview, then ahead, then BACK AGAIN: THE JET IS BLASTING IN FROM BEHIND. A terrible moment of RECOGNITION as it lets loose two FLASHFIRE MISSILES --

JERRY

YOU GOTTA BE KIDDING ME!! He YANKS the wheel hard, careening into the FOREST just as the missiles SLAM INTO A RIDGE AND EXPLODE!

3/28/07 111.

EXT. FOREST - CONTINUOUS

The matrix crashes through trees, obscured under the forest canopy -- Jerry hears the jet circling back around.

THE JET'S 20MM NOSE CANNON OPENS UP, MOWING DOWN THE FOREST -- Jerry SWERVES as trees splinter into a thousand pieces, like MINI MISSILES launching at the car -- it's rocked violently but Jerry keeps going flat-out at breakneck speed. ROARS PAST, circles back -- with her superb aim, Aria FIRES A LONG BURST OF BULLETS that rake across the Matrix's windshield

INT. MATRIX - CONTINUOUS

Jerry DUCKS as bullets blow through his headrest -- he CRIES OUT as two of the Matrix's tires BLOW -- and adding insult to injury, ARIA'S VOICE taunts him over the GPS

ARIA ON THE. RADIO I underestimated your tenacity, Jerry. It's inconsistent with your personality profile. Jerry VEERS down an off-road, slewing the unstable car around cars and trucks, clipping everybody`--

ARIA What I did not underestimate is the inertial guidance system of the AIM-120 AMRAAM missile and its 98% kill probability. Which happens to be targeted at you now. As Jerry's eyes flick up to the rearview mirror to see the jet swinging in behind and closing fast.

ARIA (CONT'D) strongly advise you pull the car over.

JERRY Fuck yourself! A BRIGHT FLASH from under the Harrier's wing as a missile LAUNCHES. Jerry hurtles down an EMBANKMENT as it explodes against the wall, shattering the Matrix's windows -- he fights to control the car, spots a TUNNEL running through a hill -- GUNS the car into it as the jet BANKS HARD --

INT. TUNNEL - CONTINUOUS

Halfway through, the Matrix SKIDS to a stop, cars swerve and honk -- DESCENDING DOWN INTO VIEW AT THE OTHER END OF THE TUNNEL AHEAD, COMES THE HARRIER. BLOCKING JERRY'S WAY OUT. All cars in the tunnel SCREECH as the drivers get out and RUN. The jet hovers a few feet off the ground just outside --

3/28/07 112.

CONTINUED: THE HEAD'S UP DISPLAY: Aria calculates a FOUR INCH LEEWAY on either side of her wings -- INCHES forward into the tunnel, hovers unsteadily. The display goes INFRARED, LOCKS ON the car: another Sidewinder IGNITES, streaking down the tunnel towards Jerry who -- REVERSES, spins the wheel -- the missile WHIPS PAST and annihilates several cars behind them, but now a FLAMING WALL blocks the other side of the tunnel. Blocked in. Sweat pours down Jerry's face as he looks into the. unmanned cockpit of the jet. Then. Hits the gas The Matrix SCREECHES forward towards the Jet, gaining speed and momentum as the last missile LAUNCHES -- Jerry' clenches the wheel, watching his life flash before him when he OPENS THE DOOR and rolls out of the car, hitting the'ground HARD as the missile BLOWS THE MATRIX TO PIECES. Jerry scrambles back as it cartwheels into the air and the chassis disintegrates -- and because. it's, RACING so fast, the motor's TORN LOOSE and rockets forward like a flaming projectile, revving at 6,000 rpm's, straight at: THE HARRIER, which doesn't have: timeto reverse fast enough in the confined space -- the motor SLAMS into the jet's nose cone, HAMMERING THE FRONT FUSELAGE.: Spins: the jet like a toy, upending it out of the tunnel,-ablinding, white-hot fireball as the JET EXPLODES! Jerry leaps behind an overturned car for shielding as flaming debris blows everywhichway... In the aftermath he. rises up, shellshocked. Holy. Fuck.

EXT. HIGHWAY - VARIOUS - NIGHT

As the fireball DISSIPATES into the sky, cars SCREECH to a halt -- people on their cell phones to call 911, but no phone has a signal. Among drivers, we favor a COUPLE in a Prius--

WOMAN IN.PRIUS MAN -- I can't...get 911 -- -- me neither -- A miles-long backup of traffic from the chaos...

INT. CAPITOL COMMITTEE STAFF ROOM - CONTINUOUS

Rachel standing in front of a mirror, buttoning up her jacket. A "FLOOR BADGE" and "CONGRESSIONAL STAFF ID clipped to the lapel. Slips another bone mic in her ear. Opens a CASE branded "ASHLAND AND SONS JEWELERS" to reveal: A NECKLACE SET WITH THE EXPLOSIVE CRYSTALS. But to Rachel, they just look like DIAMONDS. Light GLINTS as she slips it on:

3/28/07 113.

CONTINUED:

ARIA OVER MIC The Senate page is waiting outside. Once you take your seat, you are no longer required. Rachel looks at her reflection. Terrified, but braving it.

RACHEL I saw the target list... I know the President's going to be here soon.

(BEAT) Knowing these things -- what you've done -- means you're not going to let me. live through this. Will you.

ARIA OVER MIC (after a beat) Every turning point in history.has required martyrs. Tragic heroes.. Think of yourself as that hero. Rachel looks at a surveillance camera, eyes blazing with hate:

RACHEL I'll do what you tell . me this one last time... But you listen to me because this is what a real mother sounds like: I will die for my child becauseI lived for my child, and you can't take that away from me. If this. is a bargain, then honor your side. I'll be your scapegoat: but let my son live. She turns away. Strong And vulnerable all at once. Walks out.

INT. CAPITOL - HOLDING ROOM - CONTINUOUS

A CACOPHONY'of instruments. The kids, in suits and dresses, practice nervously. .Kyle blows a few notes on his trumpet, furrows his br.ow,.says to his buddy --

KYLE My trumpet sounds weird...

EXT. HIGHWAY - TRAFFIC JAM - NIGHT

JERRY RUNS LIKE HELL THROUGH BACKED-UP TRAFFIC, ON A MISSION -- ARIA SATELLITE POV: she tracks him as he races across a small park and onto Pennsylvania Avenue -- THE CAPITOL DOME ahead- - Jerry sprints across the street when -- ALL THE LIGHTS SUDDENLY TURN GREEN and a thirty cars barrel towards him. The deafening HONK of a SEMI bearing down and he LEAPS in front of it, lust clearing the grill and landing hard on the sidewalk.

3/28/07 114.

CONTINUED: MAYHEM as cars SMASH into each other, people SCREAMING, horns HONKING. Jerry staggers to his feet. Turns to look up at the sky, eyes on fire, knowing he's being watched...

AND WITH A BIG GRIN, GIVES ARIA THE FINGER. KEEPS ON RUNNING --

INT. PENTAGON - COOLING ROOM - NIGHT

ARIA'S TEMPERATURE GAUGES are at 75 degrees. Scott licks his lips, the waiting's killing them --

SCOTT Once she's at 82, she'll shut down.. Latesha nods, sweating bullets. Come on come on come on...

EXT. CAPITOL BUILDING - NIGHT

By a barricade, two CAPITOL COPS react as Jerry races towards them, bloody and panic-breathing, flashing Morgan's badge --

JERRY Listen to me, I've been working with a DHS officer, he gave me his badge, he was just killed, you gotta radio in a 10-13--

CAPITOL POLICE OFFICER #1 Whoa whoa whoa, who the hell're you?

JERRY You have to MOVE, right now! Radio it n i n! There's a bomb in the building! (they.look at each

OTHER): You wanna be the guys who didn't do something?!

ARIA'S SAT•.VIEW ZOOMS IN JUST AS THE OFFICER KEYS HIS WALKIE:

CAPITOL POLICE OFFICER #2 Capitol, this is checkpoint 21, I've got a guy out here who says -- SCREECH! HISS! The radio cuts him off with piercing FEEDBACK -- as Jerry breaks into a RUN--

CAPITOL POLICE OFFICER #1 Hey--!

INT. CAPITOL - SPEAKER'S LOBBY ENTRANCE - CONTINUOUS

Rachel's led by the Senate Page through the Speaker's Lobby entrance onto the house floor, passing a SECRET SERVICE AGENT watching every face with laser eyes...

3/28/07 115.

EXT. INDEPENDENCE AVE. - NIGHT

The PRESIDENT'S MOTORCADE nears the Capitol. His limo's lead by Motorcycle Cops, headlights FLASHING, Secret Service...

INT. PENTAGON - COOLING ROOM - NIGHT

Aria's temperature gauges are rising into red-line:

SCOTT One more degree SUDDENLY the door bursts open and two GUARDS rush in with guns, SLAM them to the wall:

GUARD #1

FREEZE! HANDS! STEP AWAY FROM THE

CONSOLE!

LATESHA SCOTT -- WAIT WAIT WAIT -- -- my name's Scott Bowman, I have B-36 clearance, my ID's in my pocket -- The guard pulls out his ID, checks it, keys a shoulder- walkie:

GUARD #1 (CONT'D) Unit 5, suspects in custody, but they have clearance -- The voice that responds over the walkie is ARIA'S:

=ARIA OVER WALKIE (V.O.) Negative, credentials for Bowman and Simms have been revoked. Secure them in the mainframe tank, additional units en route to take custody --

LATESHA GUARDS -- that's not a person, it's -- shut up the computer, she's -- BE QUIET

MALFUNCTIONING-'-- They're pushed into --

INT. PENTAGON - MAINFRAME TANK - DAY

The water in Aria's mainframe tank is BUBBLING as a graphic shows the temp MAXING OUT. The door behind them suddenly LOCKS. The guards REACT -- one punches in a code, no good.

GUARD #2 Control, maglocks just engaged in the south door, need and override... do you copy?

3/28/07 116.

CONTINUED: An ALARM blares. Scott sees PRESSURE GAUGES fluctuating wildly:

SCOTT -- oh shit... she's upping the water pressure --

LATESHA -- what?!

SCOTT She can't drain the tank... she's--gonna blow it. As the pressure in the tank intensifies, the frame begins to GROAN. The steel fitting SCREAMS with the enormous load -- a support rivet POPS OUT with an earsplitting KWANG! Zings across the room like a BULLET, pockmarking the wall.--

SCOTT (CONT'D) You gotta let me run a bypass on that door or in about 30 seconds this room's gonna be full of water! A fracture shoots across the glass. The guards are FRIGHTENED:

GUARD #1` yeah, go, _ qo

SCOTT

I NEED SOMETHING TO PRY IT OPEN! Latesha whips out her keychain with the MINI ARMY KNIFE -- Scott pries off the panel:.as..the glass fracture GROWS -- he starts stripping wires as MORE'STEEL RIVETS pop loose, PING PING PING! It's like dodging bullets -- Scott SPARKS the wires together and the door starts to OPEN, but only a few inches before it STOPS.

LATESHA Yoi.:can do it you can do it you can do it!

SCOTT Stop telling me I can do it! The glass SPIDERWEBS MADLY -- he SPARKS the wires together again, the door opens a few more inches but: THE GLASS GIVES WAY AND THE TANK EXPLODES! WATER SURGES across the room, the guards are IMPALED by glass shards, Latesha and Scott SMASH HARD against the wall.., but the half-open door acts like a DRAIN, siphoning water into corridors... As the level lowers, we find Latesha and Scott on the ground, water runoff trailing around them, unmoving...

3/28/07 117.

INT. CAPITOL - FLOOR LEVEL - CONTINUOUS

The Page leads Rachel to her seat, close to the President's lectern --

SENATE PAGE Anything else, Ms. Monaghan?

RACHEL no, thank you... He smiles and leaves her there. She looks all around her, fighting the paranoia. What the hell's coming next?

EXT. THE CAPITOL - PRESIDENTIAL ACCESS ENTRANCE CONTINUOUS

The Presidential convoy slows by PRIVATE ENTRANCE. The Secret Service agents exit in unison -- scanning: for trouble --

INT. CAPITOL - HOLDING ROOM - CONTINUOUS

The kids buzz with excitement as a. Secret' Service Agent enters:

SECRET SERVICE AGENT Were ready.

MRS.. MILLER Okay, everyone,. listen UP: saxophones, remember, shorter on the quarter. When we get to the crescendo... hold that high

F Mrs. Miller takes a deep breath. Even she's nervous...

MRS. MILLER (CONT'D) And smile! Not every day we get to play for the President of the United States!

EXT. OUTSIDE THE CAPITOL - PRESIDENTIAL ACCESS ENTRANCE

The Secret Service opens the limo door for THE PRESIDENT. The PRESS POOL snaps photos as he's ushered towards the Capitol --

INT. SIDE ENTRANCE - CAPITOL

Jerry being subdued by a bunch of COPS and the Capitol's

SERGEANT AT ARMS --

SERGEANT AT ARMS -- where'd you hear '10-13'--?

JERRY I told you, Agent Tom Morgan, he gave me his badge! Listen to me! There's a woman, she's brunette, 5' 7, blue eyes, her name's Rachel Holloman--!

3/28/07 118.

CONTINUED:

SERGEANT AT ARMS Where's this Agent Morgan now?

JERRY

YOU GOTTA GET EVERYBODY OOTTA HERE NOW!

SERGEANT AT ARMS

HEY: I'M NOT STOPPING THIS JUST CAUSE YOU

WALK IN HERE WITH A CRACKERJACK BADGE

SHOUTING YOUR GIRLFRIEND'S NAME -- WE'RE

GONNA CHECK OUT YOUR STORY AND YOU'RE

GONNA BEHAVE YOURSELF, DO WE UNDERSTAND

EACH OTHER?! As the cops start dragging Jerry away and we:

INT. CAPITOL - THE MAIN FLOOR - CONTINUOUS

Rachel -- still looking around -- sees a door open as the KID'S ORCHESTRA is led in -- her pulse starts to race -- among the faces, KYLE. Her heart FUCKING STOPS Kyle! No... She jumps up from her seat -- starts MOVING towards her son --

ARIA OVER MIC Rachel. Stay in your seat. She RIPS out the earpiece as the Senate doors suddenly fly open:

DOORKEEPER

MR. SPEAKER! THE PRESIDENT OF THE UNITED

STATES!!! Everyone RISES in ovation as the President enters and moves to the lecternf;smiling, waving. Mr. Miller cues the orchestra and they start to. PLAY THE NATIONAL ANTHEM: "0 say can you see..." People putting their hands to their hearts. The President, too. But RACHEL keeps moving, pushing toward the aisle --

RACHEL Kyle! KYLE! THE SECRET SERVICE immediately moves in on her --

INT. PENTAGON - MAINFRAME TANK - CONTINUOUS

Latesha... on the ground... starts to cough as she draws air back into her lungs. She sits up abruptly, hacking... sees ARIA ALMOST GLOWING IN THE WATERLESS TANK. And from across the room, something else: A FIRE AXE behind breakaway glass.

3/28/07 119

EXT. CAPITOL - CORRIDOR OUTSIDE FLOOR - CONTINUOUS

As the cops drag Jerry around a corner... he suddenly HEAD- BUTS one of them and BREAKS the grab. Starts RUNNING LIKE HELL -- the agents draw weapons and pursue -- into wrist mic:

SECRET SERVICE AGENT

10-13! 10-13! COPY! But all he gets is that SCREECHING FEEDBACK in his earpiece --

INT. CAPITOL - THE MAIN FLOOR - CONTINUOUS

"O'er the ramparts we watch'd, were so gallantly streaming..." Rachel reaches the end of the row, two AGENTS block her:

RACHEL That's my son! My son's over there!;

SECRET SERVICE AGENT Miss, get back in your seat right now -- KYLE -- playing his trumpet, oblivious -- "And the rockets' red glare, the bombs bursting in air..."

RACHEL No... no ... someone's trying to kill the President! But she's DROWNED OUT by the MUSIC -- they take her in a VICE GRIP and start leading her up. the aisle to the exit:

RACHEL (CONT'D) (struggling, desperate)

LET ME GO!! Her NECKLACE catches the light and the crystals GLINT --

INT. CAPITOL - STEPS UP TO THE FLOOR - CONTINUOUS

Jerry sprints up steps three at a time. Four AGENTS in pursuit:

SECRET SERVICE AGENT

FREEZE--!!! When BAM! A bullet clips Jerry's shoulder. He staggers, then grabs one of the PRESS BARRICADES and FLINGS it down the stairs at the agents -- races on --

INT. CAPITOL - THE MAIN FLOOR - CONTINUOUS

No one on the floor can hear what's going on outside. The noise is DEAFENING; "0 say, does that star-spangled banner yet wave..." Rachel scratching and fighting and kicking--

3/28/07 120.

CONTINUED:

RACHEL

KYLE!!

INT. PENTAGON - MAINFRAME TANK - CONTINUOUS

SMASH! Breakaway glass SHATTERS as Latesha grabs the fire axe. Turns to the SPHERE that is Aria's CPU in the now-open tank:

ARIA OVER SPEAKER (V.0.) We're on the same side, Agent Simms. We are both sworn to defend this country, at any cost. Latesha starts forward, axe in hand, glaring death:

LATESHA Don't you ever shut up?!

INT. CAPITOL - SPEAKER'S LOBBY ENTRANCE CONTINUOUS

Jerry runs towards the door to the SPEAKER'S LOBBY ENTRANCE, agents in hot pursuit --

INT. CAPITOL - THE MAIN FLOOR - CONTINUOUS

SLOW MOTION -- KYLE'S FINGERS ON THE VALVES, pressing down, rising -- the music growing discordant, almost frightening - - RACHEL suddenly BREAKS from the Secret Service agents, starts RUNNING BACK DOWN THE AISLE, NECKLACE GLITTERING as: JERRY bursts through the.door -- taking in everything in an instant: THE PRESIDENT... THE CROWD... AND RACHEL, in her SPARKLING NECKLACE running desperately down towards -- THE ORCHESTRA. And he sees -- KYLE, sweet Kyle's face, that face he remembers from the picture and that footage in the tank room. And... HIS TRUMPET.

AND TIME STANDS STILL AS JERRY SUDDENLY UNDERSTANDS EVERYTHING:

JERRY (to himself) Kyle -- "O'er the land of the --" Jerry SCREAMS and starts RUNNING FOR THE PODIUM -- AGENTS TACKLE the PRESIDENT, PEOPLE start SCREAMING... BAM BAM! Jerry's hit twice as he GRABS KYLE, knocking the trumpet from his hands... It falls... falls... falls to the floor. As it HITS, we CUT TO:

3/28/07 121.

INT. PENTAGON - VARIOUS - CONTINUOUS

Latesha's axe SMASHING DOWN into Aria's CPU. Sparks. She HAMMERS DOWN AGAIN -- AGAIN -- until the CPU bursts into FLAMES.

INTERCUT WITH CALLISTER IN THE SECURE VAULT: The door opens with a HISS. He's free and --

LATESHA Drops the axe. Sinks to her knees, utterly exhausted.

INT. CAPITOL - THE MAIN FLOOR - CONTINUOUS

MAYHEM. As Rachel runs to the terrified Kyle and scoops him up into her arms. Jerry's on the ground, bleeding... Ten agents pin him down... no sound now except for him trying to BREATHE... Rachel appears over him, crying, grabbing his hand:

RACHEL Oh, god... HELP! SOMEBODY PLEASE HELP!!! JERRY'S POV: Rachel starts receding away from us, like we're descending into a well... until..her face become a point of light. And Jerry smiles. As 'everything turns...

BLACK. HOLD... AND IT'S SILENT.;.. a distant ECHO... A TRUMPET... a familiar song... LOUIS ARMSTRONG... "What a Wonderful World."

INT. RACHEL'S CAR - DAY

LIGHT mottled through trees, reflects off the windshield. Driving, Rachel stares thoughtfully at the road. The music's coming from the radio. She glances over: KYLE sits beside her, hand out the window, dipping up and down against the countryside. She watches him, filled with love.

MAN'S VOICE (PRE-LAP) it's the finding of this committee that your actions were consistent with national security guidelines...

INT. PENTAGON COMMITTEE ROOM - DAY

Latesha and Scott sit at a table, still bruised and cut up, facing members of a PENTAGON INVESTIGATIVE COMMITTEE:

DEPUTY DIRECTOR However, in reviewing Aria's server logs, one last matter's come up.

(MORE)

3/28/07 122.

CONTINUED:

DEPUTY DIRECTOR (CONT'D) It seems right before you destroyed her, she attempted to fragment her core and uplink to a public satellite network... did you see anything to corroborate that?

LATESHA (glances at Scott) What... do you mean?

DEPUTY DIRECTOR She tried to break herself into bits and download them into cyberspace... we think, in the hope of reconstituting.

SCOTT She may have tried, but running her... subroutines alone would take 300: million desktop PC's all networked together. There's no single system out there with enough computing capacity. to"sustain her. The men share glances, satisfied with the answer.

DEPUTY DIRECTOR Thank you both for your time.

INT. PENTAGON HALLWAY - DAY

Latesha and Scott exit the hearing, still shaken up from everything that's taken place. Stop and look at each other. An awkward, high school beat. So... I guess this is it:

SCOTT So...

LATESHA So...

SCOTT Hey :you think I could have your... you

KNOW And before he can even ask Latesha's written something down on a piece of paper. Hands it to him.

LATESHA That's my address. I'm not using a cell phone anymore. Pick me up at eight. They smile at each other, Latesha's eyes catching a SURVEILLANCE CAMERA. A chill creeping down her spine. AS --

INT. MICROCHIP FACTORY - DAY

"What A Wonderful World" CONTINUES over a long assembly line of SILICON WAFERS on a conveyor belt. They move through airtight vaults, part of the microchip manufacturing process...

3/28/07 123

CONTINUED: They're BOXED, the boxes loaded onto TRUCKS... they drive off in different directions, spreading out into the WORLD...

EXT. RACHEL'S APARTMENT COMPLEX - DAY

Kyle's birthday party: streamers, other kids, cake, ad hoc soccer game. Rachel cutting pieces of cake when --

KYLE'S VOICE Jerry! She turns to see JERRY standing there. He's still got his scratches, arm in a SLING. It's the only real injury we can see and it'll heal. Kyle runs up to him and throwing his arms around his waist.

JERRY Hey, little man! Locks eyes with Rachel. Her heart beating like a drum, happier to see him then she'd ever imagine. And. Jerry holds up a present for Kyle.

JERRY (CONT'D). Sorry I'm late, this was hard to find -- Rachel's eyes well. She pulls it back. Manages to say:

RACHEL Kyle. What do you say?

KYLE I dunno, I haven't opened it yet.

RACHEL (rolls her eyes, grins) Who brought you up? Kyle rips open the present to find a brand new PLAYSTATION 3.

KYLE They're on backorder everywhere! Mom -- can I go play with it?

RACHEL One hour. That's it... As Kyle tears off with his friends, Jerry walks over to her. It's like everyone else at the party has disappeared...

RACHEL (CONT'D) (almost a whisper) you remembered...

3/28/07

124.

CONTINUED:

JERRY My new thing.

(BEAT) Responsibility.

RACHEL It suits you.

JERRY Yeah?

RACHEL

(SWEETLY) Yeah. He smiles, shrugs:

JERRY I have my life back... I can do whatever I wantihwtit.

RACHEL You know what? Me too. They smile at each other, like they have an enormous secret. He tucks a loose hair behind her ear.,..,

JERRY And I think... I finally know what I want. And we see in her eyes, she feels the same about him...

RACHEL I owe you, Jerry. Everything. I don't think you understand --

JERRY

(PLAYFULLY) Hey: shh. Officially we can't talk about it, remember?

RACHEL Right. Or even about how we met.

(SHRUGS) So what do we tell people? He thinks about it. Smiles...

JERRY I dunno -- computer dating service? Rachel LAUGHS, giving him a playful push as we CUT TO:

3/28/07 125.

INT. RACHEL'S APARTMENT - CONTINUOUS

Kyle turns on the TV, eagerly plugging in the Playstation -- we catch a snippet of the NEWS: CALLISTER being sworn in in front of a CONGRESSIONAL REVIEW COMMITTEE --

NEWS ANCHOR sources inside the beltway say the Senate is convening an investigative committee to look into what could very well become the biggest cover-up since -- Oblivious, Kyle flips on the video game and the screen CHANGES to the Playstation logo. The kids CHEER, they can't wait... but the screen fritzes and goes BLANK...

FRIENDS Aw, what the hell?! It's broken! A prompt appears with a BLINKING CURSOR. Then... words scroll:

"HELLO, KYLE..." The kids look at him, confused. Kind of freaked out. Kyle stares at the screen, eyes riveted, his breathing quickens. CLOSE: THE CURSOR -- blinking like a beating heart and we:

SLAM TO BLACK.

THE END